- Danimer Scientific has entered into a definitive merger
agreement with Live Oak Acquisition Corp. (NYSE: LOAK)
- Pioneer in creating fully biodegradable and compostable
bioplastics providing a cleaner, healthier, and environmentally
responsible alternative to fossil fuel-based plastics
- High-growth industry leader with blue chip customer
contracts demonstrating large-scale demand for PHA-based
biodegradable plastics
- Institutional investors commit to invest $210 million at
closing; including certain funds managed by affiliates of Apollo,
Federated Hermes Kaufmann Small Cap Fund, and over $50 million from
Live Oak affiliates
Danimer Scientific (“Danimer” or “the Company”), a next
generation bioplastics company focused on the development and
production of biodegradable materials, and Live Oak Acquisition
Corp. (NYSE: LOAK) (“Live Oak”), a publicly-traded special purpose
acquisition company, announced today a definitive agreement for a
business combination that would result in Danimer Scientific
becoming a public company. Upon closing of the transaction, the
combined company will be renamed Danimer Scientific and is expected
to remain listed on the NYSE under a new ticker symbol. Danimer
will continue to be led by Stephen E. Croskrey, Danimer’s current
Chief Executive Officer.
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Danimer Scientific is a pioneer in creating environmentally
responsible and natural alternative solutions to traditional
petroleum-based resins. The Company’s signature polymer, Nodax™ PHA
(polyhydroxyalkanoate), is a 100% biodegradable, renewable, and
sustainable plastic produced using canola oil as a primary
feedstock. Nodax™ PHA is the first PHA polymer to be certified as
marine degradable, the highest standard of biodegradability, which
verifies the material will fully degrade in ocean water without
leaving behind harmful microplastics. As a result, NodaxTM offers a
better beginning-of-life and end-of-life cycle than any of today’s
traditional plastics, eliminates the need for recycling and can
replace the 80% of plastics that are never recycled or
incinerated.
Danimer is currently producing and shipping NodaxTM at an
industrial scale level from its existing facility in Winchester,
Kentucky. The company has partnered with key plastics manufacturers
and consumer products companies such as PepsiCo, Nestlé, Genpak,
WinCup, Columbia Packaging Group and Plastic Suppliers Inc. as they
transition a wide variety of plastic applications, including
straws, food and beverage containers, flexible packaging,
agricultural and medical applications, among others. Based on
signed and pending contracts, the company is fully sold out of all
production in its Kentucky facility and will use their increased
capital base to significantly increase production, to meet the
current and long-term demand of its customer base.
Danimer Investment Highlights:
- Leader in the rapidly expanding bioplastic industry, which
currently represents less than an estimated 1% of the global
plastics market
- Fully financed at closing of the merger to expand production
capacity from 20 million pounds annually today to approximately 200
million pounds in 2025
- Intense demand from existing blue chip multinational customers
supports management revenue forecast of over $500 million annually
in 2025, with significantly increased profit margins by scaling
existing production facilities
- Ownership of a portfolio of core patents purchased from Procter
& Gamble in 2007, expanded to include numerous
application-based patents, and now aggregating to more than 150
patents applicable in 20 countries
- $890 million of equity, $385 million of cash and only $20
million of pro forma debt provide ample flexibility to support
abundant long-term growth opportunities, including further capacity
additions domestically and internationally, as well as strategic
partnerships and acquisitions of complementary technologies
- Highly experienced leadership team with long term tenure at the
company and a board of directors with a proven record of creating
shareholder value
“We are excited to partner with Live Oak and transition Danimer
to be a public company,” said Stephen E. Croskrey, Chief Executive
Officer of Danimer. “We are at an inflection point in our growth
trajectory and this transaction will fuel the next phase of our
rapid commercial expansion. Our research-based approach to creating
environmentally responsible solutions has attracted a blue chip,
multinational customer base and our partnership with Live Oak will
allow us to further scale production to meet strong customer demand
for our technology. We believe PHA has the ability to eliminate the
pollution caused by single use plastics worldwide, a potentially
remarkable achievement. We are well positioned to further expand
our 100% biodegradable products to a wide range of plastic and
specialty applications, with a long runway for profitable global
growth.”
Rick Hendrix, Chief Executive Officer of Live Oak, commented:
“Danimer represents a unique and compelling investment opportunity
with take-or-pay contracted revenue from a blue-chip client base
for fully bio-degradable plastic resin that addresses one of the
world’s most significant environmental challenges. PHA adoption is
benefiting from powerful tailwinds as the result of wide-spread
corporate commitments and evolving consumer preferences for
eco-friendly packaging solutions that address the worldwide problem
of plastic waste. We believe Danimer is poised for rapid and
sustained growth with a fully financed capacity expansion plan and
proprietary customer applications.”
Transaction Overview
In addition to the gross amount of approximately $200 million
held in Live Oak’s trust account (assuming no redemptions are
effected), institutional investors, including certain funds managed
by affiliates of Apollo Global Management, Inc. (NYSE:APO)
(together with its consolidated subsidiaries, “Apollo”) and
Federated Hermes Kaufmann Small Cap Fund, have committed to a
private investment of $210 million in Class A common stock of the
combined company that will close concurrently with the business
combination. Affiliates of Live Oak have committed to purchasing
over $50 million of the private investment.
The transaction implies an equity valuation for Danimer of
approximately $890 million at closing. It is anticipated that the
combined company will have approximately $385 million of
unrestricted cash on the balance sheet to fully fund future,
planned growth, including the expansion of its current facility and
the build out of its contemplated greenfield facility.
The Boards of Directors of Live Oak and Danimer have unanimously
approved the transaction, and holders representing a majority of
Danimer stock have signed voting and support agreements agreeing to
vote for the transaction. The transaction will require the approval
of the stockholders of both Live Oak and Danimer, and is subject to
other customary closing conditions, including the receipt of
certain regulatory approvals.
Danimer’s current senior management team will continue to lead
the Company after the transaction closes. In addition to serving as
Chief Executive Officer, Mr. Croskrey will be named Chairman of the
Board. Upon closing of the transaction, Rick Hendrix, Chief
Executive Officer of Live Oak, will join Danimer’s Board, and John
Amboian, Non-Executive Chairman of Live Oak, will serve on the
Board as Lead Independent Director.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Live Oak
with the Securities and Exchange Commission and will be available
at www.sec.gov.
Advisors
Jefferies is serving as exclusive financial advisor, sole
private placement agent and capital markets advisor to Live Oak.
Morgan Stanley is serving as capital markets advisor to Live Oak.
Houlihan Lokey is serving as financial advisor to Danimer. Mayer
Brown LLP is serving as legal advisor to Live Oak. Kane Kessler, PC
is serving as legal counsel to Danimer.
Investor Conference Call Information
Live Oak and Danimer will host a joint investor conference call
to discuss the proposed transaction on Monday, October 5, 2020 at
9:00 am Eastern time.
Interested parties may listen to the prepared remarks call via
telephone by dialing 1-877-407-9208, or for international callers,
1-201-493-6784. For those who are unable to listen to the live
call, a replay will be available on the Live Oak website after the
call at https://www.liveoakacq.com/.
The live conference call webcast, a related investor
presentation with more detailed information regarding the proposed
transaction and a transcript of the investor call will also be
available at https://www.liveoakacq.com/. The investor presentation
will also be furnished today to the SEC, which can be viewed at the
SEC’s website at www.sec.gov.
About Danimer Scientific
Danimer Scientific is a pioneer in creating more sustainable,
more natural ways to make plastic products sold under the
proprietary NodaxTM brand name. For more than a decade, the
Company’s renewable and sustainable biopolymers have helped create
plastic products that are 100% biodegradable and compostable.
Danimer’s products return to nature instead of polluting our lands
and waters. The Company’s technology can be found in a vast array
of plastic end-use products that people use every day. Applications
for our biopolymers include additives, aqueous coatings, fibers,
filaments, films, and injection-molded articles, among others. The
Company now holds more than 150 patents in nearly 20 countries for
a range of manufacturing processes and biopolymer formulations. For
more information, visit www.DanimerScientific.com.
About Live Oak Acquisition Corp.
Live Oak raised $200 million in May 2020 and its securities are
listed on the NYSE under the tickers “LOAK,” “LOAK.U” and “LOAK
WS.” Live Oak Acquisition Corp. is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. Live Oak is led
by an experienced team of managers, operators and investors who
have played important roles in helping build and grow profitable
public and private businesses, both organically and through
acquisitions, to create value for stockholders. Live Oak’s team has
experience operating and investing in a wide range of industries,
bringing us a diversity of experiences as well as valuable
expertise and perspective. For more information please visit
https://www.liveoakacq.com/.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
All statements, other than statements of present or historical fact
included in this presentation, regarding Live Oak’s proposed
business combination with Danimer Scientific, Live Oak’s ability to
consummate the transaction, the benefits of the transaction and the
combined company’s future financial performance, as well as the
combined company’s strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of the respective management of Live Oak and Danimer
Scientific and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
as, a guarantee, an assurance, a prediction, or a definitive
statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Live Oak and Danimer Scientific. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political, and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed transaction, including the risk that any
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction or that the approval of the stockholders of Live Oak or
Danimer Scientific is not obtained; failure to realize the
anticipated benefits of the proposed transaction; risks relating to
the uncertainty of the projected financial information with respect
to Danimer Scientific; the amount of redemption requests made by
Live Oak stockholders; the overall level of consumer demand for
Danimer Scientific’s products; general economic conditions and
other factors affecting consumer confidence, preferences, and
behavior; disruption and volatility in the global currency,
capital, and credit markets; the financial strength of Danimer
Scientific’s customers; Danimer Scientific’s ability to implement
its business strategy; changes in governmental regulation, Danimer
Scientific’s exposure to intellectual property, product liability
or product warranty claims and other loss contingencies;
disruptions and other impacts to Danimer Scientific’s business, as
a result of the COVID-19 global pandemic and government actions and
restrictive measures implemented in response; stability of Danimer
Scientific’s manufacturing facilities and suppliers, as well as
consumer demand for its products, in light of disease epidemics and
health-related concerns such as the COVID-19 global pandemic; the
impact that global climate change trends may have on Danimer
Scientific and its suppliers and customers; Danimer Scientific’s
ability to protect patents, trademarks and other intellectual
property rights; any breaches of, or interruptions in, Danimer
Scientific’s information systems; fluctuations in the price,
availability and quality of raw materials and contracted products
as well as foreign currency fluctuations; Danimer Scientific’s
ability to utilize potential net operating loss carryforwards;
changes in tax laws and liabilities, tariffs, legal, regulatory,
political and economic risks.
More information on potential factors that could affect our
financial results is included from time to time in Live Oak’s
public reports filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Live Oak nor Danimer Scientific presently know, or that
Live Oak nor Danimer Scientific currently believe are immaterial,
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Live Oak’s and Danimer Scientific’s
expectations, plans, or forecasts of future events and views as of
the date of this press release. Live Oak and Danimer Scientific
anticipate that subsequent events and developments will cause Live
Oak’s and Danimer Scientific‘s assessments to change. However,
while Live Oak and Danimer Scientific may elect to update these
forward-looking statements at some point in the future, Live Oak
and Danimer Scientific specifically disclaim any obligation to do
so, except as required by law. These forward-looking statements
should not be relied upon as representing Live Oak’s or Danimer
Scientific’s assessments of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Important Information and Where to Find It
In connection with the proposed transactions, Live Oak intends
to file a registration statement on Form S-4, including a proxy
statement/prospectus/information statement (the “Registration
Statement”), with the SEC, which will include a preliminary proxy
statement to be distributed to holders of Live Oak’s Common Stock
in connection with Live Oak’s solicitation of proxies for the vote
by Live Oak’s stockholders with respect to the proposed
transactions and other matters as described in the Registration
Statement, a prospectus relating to the offer of the securities to
be issued to the Company’s Shareholders in connection with the
proposed transactions, and an information statement to Company’s
Shareholders regarding the proposed transactions. After the
Registration Statement has been filed and declared effective, Live
Oak will mail a definitive proxy statement/prospectus/information
statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the
proxy statement/prospectus/information statement, any amendments
thereto and any other documents filed with the SEC carefully and in
their entirety when they become available because they will contain
important information about Live Oak, the Company and the proposed
transactions. Investors and security holders may obtain free copies
of the preliminary proxy statement/prospectus and definitive proxy
statement/prospectus (when available) and other documents filed
with the SEC by Live Oak through the website maintained by the SEC
at http://www.sec.gov, or by directing a request to: Live Oak
Acquisition Corp., 774A Walker Rd, Great Falls, VA 22066 or (901)
985-2865.
Participants in the Solicitation
Live Oak and the Company and their respective directors and
certain of their respective executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies with respect to the proposed transactions.
Information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the
Registration Statement and other relevant materials to be filed
with the SEC regarding the proposed transactions when they become
available. Stockholders, potential investors and other interested
persons should read the Registration Statement carefully when it
becomes available before making any voting or investment decisions.
When available, these documents can be obtained free of charge from
the sources indicated above.
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Investors ir@danimer.com Phone: 229-220-1103 Media
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