Soaring Eagle Announces Quorum To Pass Proposed Business Combination With Ginkgo, Proxies Received Indicate Overwhelming Support For All Proposals
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- Extraordinary General Meeting to be held on September 14, 2021; Closing of the business combination is expected to take place on September 16, 2021
- Shares of the Combined Company are expected to begin trading on the NYSE under the symbol “DNA” on September 17, 2021
NEW YORK – (BUSINESS WIRE) – Soaring Eagle Acquisition Corp. (the “Company” or “Soaring Eagle”) (Nasdaq: SRNGU, SRNG, SRNGW) today announced that it has reached 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 shareholders who have submitted proxies on the date of proposals included in the Company’s proxy for the Special Meeting voted overwhelmingly in favor of the Business Combination and all other proposals submitted to the vote of the Special Meeting. Therefore, it is expected that the business combination and other proposals will be approved at the extraordinary meeting. Shareholders can modify or revoke their proxies before or at the extraordinary meeting.
Assuming such approval and subject to satisfaction or waiver of other customary closing conditions, Soaring Eagle expects to complete its domestication in Delaware on September 15, 2021 and to close the business combination on September 16, 2021. In As part of the closing of the business combination, the company will change its name to Ginkgo Bioworks Holdings, Inc. and the combined company’s common shares and public warrants are expected to trade on the New York Stock Exchange on the 17th September 2021 under the ticker symbols “ADN” and “DNA.WS”, respectively.
If a Soaring Eagle shareholder has questions, needs help voting their shares, or does not receive the proxy statement / final prospectus regarding the business combination, that shareholder should contact their broker or Morrow Sodali, the proxy. of Soaring Eagle, at (800) 662-5200, or by email at [email protected]
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 exchange, asset acquisition, share purchase, reorganization or a similar business combination with one or more businesses.
Ginkgo is building a platform to program cells as easily as we can program computers. The company’s platform enables biotechnology applications in a variety of markets, from food and agriculture to industrial chemicals and pharmaceuticals. Ginkgo has also actively supported a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization, and treatment discovery. In May 2021, Ginkgo announced a business combination with Soaring Eagle, which, if completed, will make Ginkgo, through a parent entity, Ginkgo Bioworks Holdings, Inc., a public company. The extraordinary general meeting of shareholders of Soaring Eagle in connection with the transaction is 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.
This press release contains certain forward-looking statements within the meaning of federal securities laws regarding the proposed transaction between Ginkgo and Soaring Eagle, including statements regarding the number of shares that are expected to vote in favor of the business combination and the timing planned special meeting. These forward-looking statements are generally identified by the words “believe”, “plan”, “expect”, “anticipate”, “estimate”, “intend”, “the strategy”, “the future”, ” opportunity ”,“ plan, “may”, “should”, “will”, “would”, “will”, “will continue”, “will probably result” and similar expressions. Forward-looking statements are predictions, projections and other statements regarding future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. There are many factors that could cause actual future events to differ materially from the forward-looking statements contained in this document, including, but not limited to: (i) the risk that the transaction will not be completed on time or not on time. everything, which could have a negative impact on the price of the Soaring Eagle securities, (ii) the risk that the transaction will not be completed before the expiry of the Soaring Eagle business combination and the potential impossibility of obtain an extension of the deadline for the business combination if Soaring Eagle so requests, (iii) failure to meet the conditions for the completion of the transaction, including the adoption of the agreement and the merger plan by the shareholders of Soaring Eagle and Ginkgo, the satisfaction of the minimum amount of the trust account following the redemptions by the public shareholders of Soaring Eagle and the receipt of certain and regulatory approvals, (iv) the absence of an ev assessment by a third party to determine whether or not to proceed with the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and the proposed merger, (vi) the effect of the announcement or expectation of the transaction on business relationships, performance, and the business in general, (vii) the risks that the proposed transaction will disrupt Ginkgo’s current plans and difficulties potential retention of Ginkgo employees as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be brought against Ginkgo or against Soaring Eagle relating to the agreement and the merger plan or the proposed transaction, (ix) the ability to maintain the listing of Soaring Eagle securities on the Nasdaq, (x) the volatility of the price of Soaring Eagle securities due to various factors including changes in competitive and highly regulated industries in which Ginkgo plans to operate, variations in performance between competitors, changes in laws and regulations affecting Ginkgo the business and changes in the structure of combined capital, (xi) the ability to implement plans to ‘business, forecasts and other expectations after the completion of the proposed transaction, and to identify and realize additional opportunities, and (xii) the risk of declining demand for products using synthetic biology. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of Soaring Eagle’s proxy statement / prospectus relating to the transaction, and in other documents filed by Soaring Eagle with the Company. Securities and Exchange Commission (“SEC”). Soaring Eagle and Ginkgo caution that the above list of factors is not exclusive. Soaring Eagle and Ginkgo caution readers not to place undue reliance on forward-looking statements, which speak only as of the date they are posted. Neither Soaring Eagle nor Ginkgo undertake or accept any obligation or commitment to publicly release any update or revision to any forward-looking statement to reflect any change in its expectations or any change in the events, conditions or circumstances upon which such statement is made. is based.
Important information about the business combination and where to find it
In connection with the proposed business combination, the Company has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a proxy circular / prospectus which is both the proxy statement to be distributed to the shareholders of the Company in connection with the Company’s solicitation of proxies for voting by the shareholders of the Company relating to the business combination and other matters described in the declaration of registration, as well as the prospectus relating to the offer and sale of the Company’s securities to be issued in the business combination. The registration statement was declared effective by the SEC on August 11, 2021 and the management proxy circular / final prospectus and other relevant documents were mailed to the shareholders of the Company on the registration date. of the extraordinary meeting. Shareholders of the Company and other interested parties are advised to read the proxy circular / final prospectus, as it contains important information about the parties to the business combination. Shareholders may also obtain copies of the Proxy Circular / Prospectus and other documents filed with the SEC, free of charge, from the SEC’s website 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 call for tenders
The Company and its directors and officers may be considered as participants in the solicitation of proxies from the shareholders of the Company with regard to the Business Combination. A list of the names of such directors and officers and a description of their interests in the Company is contained in the proxy circular / final prospectus included in the registration statement, and is available free of charge from the sources noted above. To the extent that the holdings of Soaring Eagle securities have changed from the amounts printed in the Soaring Eagle proxy circular, these changes have been or will be reflected on the change of ownership statements on Form 4 filed with the SEC. You can obtain free copies of these documents as described in the previous paragraph.
Ginkgo and its directors and officers may also be considered 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 does not constitute a solicitation of any proxy, consent or authorization with respect to any securities and does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale. securities in any state or jurisdictions in which such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus meeting the requirements of article 10 of the Securities Act.
Source: Soaring Eagle Acquisition Corp.