- Extraordinary General Meeting to Be Held on September 14,
2021; Closing of Business Combination Expected to Occur on
September 16, 2021
- Shares of the Combined Company Expected to Begin Trading on
NYSE under the ticker “DNA” on September 17, 2021
Soaring Eagle Acquisition Corp. (the “Company” or “Soaring
Eagle”) (Nasdaq: SRNGU, SRNG, SRNGW) announced today that it had
achieved a quorum for the extraordinary general meeting of the
Company’s shareholders to be held on September 14, 2021 (the
“Special Meeting”) in connection with its business combination (the
“Business Combination”) with Ginkgo Bioworks, Inc. (“Ginkgo”) and
that the shareholders who have submitted proxies to date on the
proposals included in the Company’s proxy statement for the Special
Meeting have overwhelmingly voted in support of the Business
Combination and all other proposals to be voted on at the Special
Meeting. Accordingly, it is anticipated that the Business
Combination and the other proposals will be approved at the Special
Meeting. Shareholders may change or revoke their proxies before or
at the Special Meeting.
Assuming such approval and subject to the satisfaction or waiver
of the other customary closing conditions, Soaring Eagle
anticipates completing its domestication to Delaware on September
15, 2021 and closing the Business Combination on September 16,
2021. In connection with the closing of the Business Combination,
the Company will change its name to Ginkgo Bioworks Holdings, Inc.
and the combined company’s shares of Class A common stock and
public warrants are expected to trade on the New York Stock
Exchange beginning on September 17, 2021 under the ticker symbols
“DNA” and “DNA.WS,” respectively.
If any Soaring Eagle shareholder has any questions, needs
assistance in voting their shares or does not receive the
definitive proxy statement/prospectus relating to the Business
Combination, such shareholder should contact their broker or Morrow
Sodali, Soaring Eagle’s proxy solicitor, at (800) 662-5200, or by
email to SRNG.info@investor.morrowsodali.com.
About Soaring Eagle Acquisition Corp.
Soaring Eagle Acquisition Corp. is a special purpose acquisition
company founded by Harry E. Sloan, Jeff Sagansky, and Eli Baker for
the purpose of effecting a merger, capital share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
About Ginkgo
Ginkgo is building a platform to program cells as easily as we
can program computers. The company's platform is enabling
biotechnology applications across diverse markets, from food and
agriculture to industrial chemicals to pharmaceuticals. Ginkgo has
also actively supported a number of COVID-19 response efforts,
including K-12 pooled testing, vaccine manufacturing optimization
and therapeutics discovery. In May 2021, Ginkgo announced a
business combination with Soaring Eagle, which, if completed, will
result in Ginkgo, through a parent entity, Ginkgo Bioworks
Holdings, Inc., becoming a public company. The extraordinary
general meeting of Soaring Eagle’s shareholders in connection with
the transaction has been scheduled for September 14, 2021 and the
transaction is expected to close shortly thereafter, subject to
customary closing conditions. For more information, visit
www.ginkgobioworks.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Ginkgo and Soaring Eagle,
including statements regarding the number of shares expected to
vote in favor of the business combination and the anticipated
timing of the Special Meeting. These forward-looking statements
generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Soaring Eagle's securities,
(ii) the risk that the transaction may not be completed by Soaring
Eagle's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by Soaring Eagle, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
agreement and plan of merger by the shareholders of Soaring Eagle
and Ginkgo, the satisfaction of the minimum trust account amount
following redemptions by Soaring Eagle's public shareholders and
the receipt of certain governmental and regulatory approvals, (iv)
the lack of a third party valuation in determining whether or not
to pursue the proposed transaction, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vi) the effect of
the announcement or pendency of the transaction on Ginkgo business
relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans of Ginkgo and
potential difficulties in Ginkgo employee retention as a result of
the proposed transaction, (viii) the outcome of any legal
proceedings that may be instituted against Ginkgo or against
Soaring Eagle related to the agreement and plan of merger or the
proposed transaction, (ix) the ability to maintain the listing of
Soaring Eagle's securities on Nasdaq, (x) volatility in the price
of Soaring Eagle's securities due to a variety of factors,
including changes in the competitive and highly regulated
industries in which Ginkgo plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Ginkgo's business and changes in the combined capital
structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and
(xii) the risk of downturns in demand for products using synthetic
biology. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the "Risk Factors'' section of
Soaring Eagle's proxy statement/prospectus relating to the
transaction, and in Soaring Eagle's other filings with the
Securities and Exchange Commission (“SEC”). Soaring Eagle and
Ginkgo caution that the foregoing list of factors is not exclusive.
Soaring Eagle and Ginkgo caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither Soaring Eagle nor Ginkgo undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed Business Combination, the
Company filed a Registration Statement on Form S-4 (the
“Registration Statement”) with the SEC, which includes a proxy
statement/prospectus that is both the proxy statement to be
distributed to the Company’s shareholders in connection with the
Company’s solicitation of proxies for the vote by the Company’s
shareholders with respect to the Business Combination and other
matters described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities of the
Company to be issued in the Business Combination. The Registration
Statement was declared effective by the SEC on August 11, 2021 and
the definitive proxy statement/prospectus and other relevant
documents have been mailed to the Company’s shareholders as of the
record date for the Special Meeting. The Company’s shareholders and
other interested persons are advised to read the definitive proxy
statement/prospectus, as it contains important information about
the parties to the Business Combination. Shareholders may also
obtain copies of the proxy statement/prospectus and other documents
filed with the SEC, without charge, at the SEC’s web site at
www.sec.gov, or by directing a request to: Soaring Eagle
Acquisition Corp., 955 Fifth Avenue, New York, New York, Attention:
Eli Baker, President and Chief Financial Officer, (310)
209-7280.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s shareholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in the Company is contained in the
definitive proxy statement/prospectus included in the Registration
Statement, and is available free of charge from the sources
indicated above. To the extent that holdings of Soaring Eagle’s
securities have changed since the amounts printed in Soaring
Eagle’s proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. You may obtain free copies of these documents as described
in the preceding paragraph.
Ginkgo and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of the Company in connection with the Business
Combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities and
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210908005396/en/
MEDIA CONTACT: Jeff Pryor / jeff@prioritypr.net
Press@ginkgobioworks.com INVESTOR CONTACTS:
investors@ginkgobioworks.com investors@eagleequityptnrs.com
Soaring Eagle Acquisition (NASDAQ:SRNG)
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Soaring Eagle Acquisition (NASDAQ:SRNG)
過去 株価チャート
から 1 2024 まで 1 2025
