PROPOSED BUSINESS COMBINATION: Origin Materials
ENTERPRISE VALUE: $999 million
ANTICIPATED SYMBOL: ORGN
Artius Acquisition Inc. proposes to combine with Origin Materials (“Origin”), the world’s leading carbon negative materials company, and Artius Acquisition Inc.
Founded in 2008, Origin is the world’s leading carbon negative materials company with a mission to enable the world’s transition to sustainable materials. Origin’s patented drop-in technology, economics and carbon impact have been validated by trusted third parties, as well as supported by a growing list of major global customers and investors, including Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical, and AECI. Origin’s technology has been further validated by an ISO-compliant Life Cycle Assessment (LCA) conducted by Deloitte, which concluded that Origin’s products are expected to be carbon negative when produced at commercial scale.
While an estimated 55% of global carbon emissions come from energy generation and transport, the other 45% come from the production of materials for consumer and industrial products. More than ten million barrels of oil per day are used to create materials, in the process releasing massive quantities of new carbon into the atmosphere. Origin’s vision for the future is to replace this oil use with non-food feedstocks and materials, while capturing carbon in the process.
The transaction reflects an implied equity value of the combined company of approximately $1.8 billion, based on current assumptions. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the company, comprised of Artius’ $725 million of cash held in trust, assuming no redemptions, and a $200 million fully committed PIPE at $10.00 per share anchored by existing and new investors, including investments from Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo. The transaction is subject to a minimum cash balance of $525 million in Artius at closing after giving effect to any shareholder redemptions.
Upon closing of the transaction, Boon Sim, Chief Executive Officer of Artius and Charles Drucker, former CEO of WorldPay, Inc. and an Artius Partner, will join Origin’s Board of Directors. Karen Richardson, an Artius Partner, is expected to be nominated to serve as Chairperson of Origin’s Board of Directors.
- An aggregate of 20 million shares of Class A Common Stock for $10.00 per share in the PIPE Placement, for an aggregate purchase price equal to $200,000,000
- Origin will issue to certain holders of Micromidas’s securities up to 25 million additional shares of Class A Common Stock (the “Earnout Shares”) as follows:
- (i) one third of the Earnout Shares will be issued when VWAP equals or exceeds $15.00 for 10 consecutive trading days during the three year period following the closing of the Business Combination,
- (ii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Business Combination, and
- (iii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Business Combination.
SPONSOR LETTER AGREEMENT
- The Sponsor agreed to subject the 4.5 million Sponsor Vesting Shares to vesting and forfeiture as follows:
- (A) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $15.00 for ten consecutive trading days during the three year period following the Closing,
- (B) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $20.00 for ten consecutive trading days during the four year period following the Closing, and
- (C) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $25.00 for ten consecutive trading days during the five year period following the Closing. Sponsor Vesting Shares that remain unvested on the first business day after the fifth anniversary of the Closing date will be surrendered by Sponsor to Artius, without any consideration therefor.
- The Sponsor, certain executive officers and directors of Micromidas and certain existing stockholders of Micromidas entered into a Lock-Up Agreement restricting, among other things, the transfer of Artius securities held by such contracting parties immediately following the Closing (the “Lock-Up Agreement”). Such restrictions begin at Closing and end on the earliest to occur of:
- (i) the date that is 365 days after the date of the Closing,
- (ii) the first day after the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing, and
- (iii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing date that results in all of the public stockholders of Artius having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
NOTABLE CONDITIONS TO CLOSING
- The Artius Cash on Hand (as defined below) shall not be less than $525,000,000
- “Artius Cash on Hand” an aggregate amount equal to the sum of the cash in the trust account, net of any redemptions, plus the aggregate proceeds received by Artius from the PIPE Placement.
- The consummation of a private placement for an aggregate purchase price of $200 million
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred by August 31, 2021
- BofA Securities is serving as exclusive financial advisor to Origin
- Cooley LLP is serving as legal advisor to Origin.
- Credit Suisse and Goldman Sachs & Co. LLC are serving as joint financial and capital markets advisors to Artius and serving as co-placement agents on the PIPE offering.
- Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Artius.
MANAGEMENT & BOARD
Boon Sim, 57
Chief Executive Officer, Chief Financial Officer & Director
Mr. Sim has been Managing Partner of Artius Capital Partners since September 2017. Prior to that position, Mr. Sim was Advisory Senior Director of Temasek, Singapore’s sovereign wealth fund, from April 2016 to December 2017, and President, Americas Group, Head of Markets Group and Head of Credit and Life Science Portfolio from June 2012 to April 2016. He was previously the Global Head of Mergers & Acquisitions at Credit Suisse. During his twenty-year career at Credit Suisse and its predecessor, The First Boston Corporation, Mr. Sim held several senior positions of increasing responsibility, including Head of M&A Americas and Co-head of Technology Group. Before joining The First Boston Corporation, Mr. Sim worked as a design engineer at Texas Instruments Inc., focusing on semiconductor design.
Board of Directors
Charles Drucker, 57
Mr. Drucker has had a decades-long career in the financial services industry. Mr. Drucker was a member of the board of directors of Fidelity National Information Services, Inc. (“FIS”) and served as Vice Chairman until March 1, 2020. From January 2019 until its acquisition by FIS, he served as Executive Chairman and Chief Executive Officer of Worldpay, a leading global payments company, and also served as Worldpay’s Executive Chairman and Co-Chief Executive Officer from January 2018 to December 2018. From 2009 to 2017, Mr. Drucker was the Chief Executive Officer of Worldpay’s predecessor, Vantiv. Prior to joining Vantiv, Inc., Mr. Drucker served as Executive Vice President of Fifth Third Bancorp from June 2005 to June 2009. Prior to joining Fifth Third Bancorp, Mr. Drucker was with First Data Corporation and Wells Fargo. Mr. Drucker has also served on the board of directors of Donnelley Financial Solutions, Inc. since 2016.
Steven W. Alesio, 66
Mr. Alesio is a business executive currently serving on the board of directors of CDW Corporation, Alfresco Software and Teaching Strategies. From 2010 to 2017, Mr. Alesio served as an Operating Partner at Providence Equity Partners L.L.C., a global asset management firm. Prior to joining Providence Equity, Mr. Alesio served as Chairman of the Board and Chief Executive Officer of Dun & Bradstreet Corporation, a provider of credit information on businesses and corporations, a position he held from 2005 to 2010. Mr. Alesio joined Dun & Bradstreet in 2001 as Senior Vice President, was named President and Chief Operating Officer and elected to the board of directors in 2002. Prior to joining Dun & Bradstreet, Mr. Alesio spent 19 years with the American Express Company, where he served in marketing and general management roles.
Kevin Costello, 58
Mr. Costello has been an active investor, operator, and advisor to a variety of technology companies. He currently sits on the board of PRGX Global, Inc., FinancialForce.com, Inc., Kaufman, Hall & Associates, LLC, Blue Cat Networks, Inc. and Kahua, Inc., all privately held companies. He was formerly lead independent director of Rackspace Inc., a director of Cbeyond, Inc., and a director of The Rainmaker Group, Inc. He was executive chairman of Top Tech Holdings, Inc. Mr. Costello served as a director of Vantiv, Inc. from 2014 to 2017 and as a director of its successor Worldpay until July 2019. Mr. Costello served in a variety of senior roles at Ariba, Inc. from 2002 to 2007 and as President from 2007 until its acquisition by SAP in 2012. Following that acquisition, Mr. Costello served as president of Ariba, an SAP Company, from 2012 to 2014. Prior to joining Ariba, Mr. Costello spent 18 years with Andersen Business Consulting, during which he served in various senior management positions. He graduated from the University of Illinois with a BS in accounting.
Karen Richardson, 57
Ms. Richardson has a breadth of experience in the technology services industry and currently serves as a non-executive director of Exponent, Inc. and States Title. Ms. Richardson served as a director of Worldpay from 2018 until July 2019. Prior to this, Ms. Richardson was an independent non-executive director of Worldpay Group plc. Ms. Richardson also served as a non-executive director at BT Plc from 2011-2018. Prior to her time at Worldpay and BT, Ms. Richardson held a number of senior sales and marketing roles in technology companies, including her tenure as Chief Executive Officer at Epiphany Inc. between 2003 and 2006. Ms. Richardson has also served as an advisor to Silver Lake Partners and has served on a number of private company boards, including i2 Holdings, Ayasdi AI LLC, Hackerrank, Convercent, Inc., VirtuO2, Proofpoint, Inc. and Hi5 Networks, Inc.