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Lygos and Flexible Solutions International Announce Definitive Merger Agreement to Form Leading Sustainable Specialty Ingredient Company

Merger transaction follows a fully funded $160 million investment in Lygos to accelerate integration and scale production to meet increasing demand for agricultural, industrial, and consumer applications

Lygos, Inc. (“Lygos”), a vertically integrated biotechnology provider of sustainable specialty ingredients, and Flexible Solutions International, Inc. (“FSI”), a developer and manufacturer of biodegradable products, announced they have entered into a definitive merger agreement providing for an all-stock transaction. The companies plan to integrate the two complementary technology platforms, expand the portfolio of multi-functional organic acids, and scale production to meet the increasing demand for sustainable products for agricultural, industrial, and consumer applications. The merger agreement has been unanimously approved by the boards of directors of both companies, and the $160 million of growth capital was funded in April 2022.

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Lygos and Flexible Solutions International enter into a definitive merger agreement to form a leading sustainable specialty ingredient company

“In a world with increasing demand on resources, there is a greater need for alternative chemical ingredients that are reliable, scalable, and sustainable,” said Lygos CEO Eric Steen, PhD. “This merger provides the opportunity to unlock new high-growth opportunities for our business, our investors, and our customers by connecting our ingredients to existing downstream products. Together, we intend to use our collective resources to expand domestic manufacturing and revive industrial innovation by providing more environmentally friendly ingredients that enable better supply chains for common, everyday downstream products.”

FSI is an environmental technology company involved in research, development, and manufacturing of supplies that are designed to increase crop yield, conserve energy, and reduce environmental impact. Over the past four years, Lygos and FSI have been leveraging Lygos’ proprietary fermentation technology platform to improve the performance of FSI’s biodegradable, water-soluble cleaning and water treatment solutions. The Lygos platform utilizes the latest advances in bioengineering and data science to convert sustainable sugars into multi-functional organic acids. These bio-based ingredients feature performance, supply chain and environmental advantages over traditional industrial chemicals.

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“This combination of Lygos’ sustainable organic acid production capabilities and FSI’s polymer expertise will enable more customers around the world to create sustainable and biodegradable solutions,” said Dan O’Brien, CEO of FSI. “I’m very excited about being part of this combined company for many years to come. FSI has demonstrated successful growth and ability to attract large and consistent customers for our products. We have adapted our business over time with this focus on our customer needs, and believe that as we enter this new phase, we can achieve even greater applications for our combined solutions.”

Mr. O’Brien has agreed to vote in favor of the transaction.

Investment Terms of Lygos’ Financing

Prior to the transaction announced today, Lygos secured $160 million in growth capital in support of the prospective combination. Under the terms of the purchase agreement, Lygos issued $160 million worth of convertible notes with a 5.5% fixed annual interest rate and a five-year maturity. The conversion price of the convertible note will be set 12 months to the date of the note, and the pricing terms will be set upon the trading price of the future equity but will be set within a market capitalization range of no less than $250 million or no greater than $350 million.

Approvals and Timing of Merger Transaction

The transaction is expected to close in the third quarter of 2022, subject to the approval of FSI and Lygos stockholders and the satisfaction or waiver of certain other customary closing conditions. Mr. O’Brien, who beneficially owns approximately 36.6% of the outstanding FSI shares, has signed an agreement with Lygos agreeing to vote his shares in favor of the transaction at a meeting of FSI shareholders and the election of directors to the FSI board of directors to be designated by Lygos. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed by FSI with the Securities and Exchange Commission and available at www.sec.gov.

Exchange Ratio

Subject to the terms and conditions of the merger agreement, each outstanding share of Lygos capital stock will be converted solely into the right to receive a number of common shares of FSI equal to the exchange ratio. The exchange ratio will equal the total number of FSI capital shares on a fully diluted basis outstanding as of the end of the last trading day of the FSI common shares on the NYSE American before the effective time of the merger multiplied by two and then divided by the total number of shares of Lygos capital stock on fully diluted basis outstanding as of the same time.

Management

Upon closing, Eric Steen will serve as the CEO and a member of the Board of Directors for the combined company. Dan O’Brien has entered into a five-year employment agreement to continue overseeing FSI’s existing business activities. Lygos’ current CFO, Bryce Dille, and CTO, Nick Ohler, PhD, will retain these respective roles in the combined company. Also, upon closing, all current directors of FSI will resign, subject to the election of new directors designated by Lygos at the FSI Meeting.

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