GreenLight Announces Completion of Merger with Fall Line Endurance Fund
24 Julio 2023 - 8:49AM
GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight”
or the “Company”) today announced the closing of its previously
announced merger with SW MergerCo, Inc. (“Merger Sub”) and SW
ParentCo, Inc. (“Parent”), pursuant to which Merger Sub merged with
and into GreenLight with GreenLight surviving as a wholly-owned
subsidiary of Parent (the “Merger”). Following the completion of
the Merger, shares of GreenLight common stock, par value $0.0001
per share, and GreenLight warrants ceased trading on the NASDAQ
Global Market (the “NASDAQ”) before market open on July 24, 2023,
and will no longer be listed for trading on the NASDAQ. Each
remaining share of GreenLight common stock not purchased in the
Offer (other than shares of GreenLight common stock (i) owned by
GreenLight as treasury stock, (ii) owned by Merger Sub immediately
before the effective time of the Merger, (iii) that were
irrevocably accepted by Merger Sub in the Offer, (iv) held by
stockholders who have perfected their statutory rights of appraisal
under Section 262 of the DGCL or (v) that are subject to the
Contribution and Exchange Agreements entered into between Parent
and certain stockholders of GreenLight) will be converted into the
right to receive $0.30 in cash, without interest, and subject to
deduction for any required withholding taxes.
Concurrent with the closing of the Merger,
GreenLight completed its previously announced financing of $52.075
million from a syndicate of investors led by Fall Line Capital, LLC
(“Fall Line”), of which $15 million had been previously funded in
exchange for the issuance of $15 million of unsecured notes. The
merger and concurrent financing positions GreenLight for increased
efficiency and nimbleness to adapt to changing market
opportunities.
The combined company will operate as GreenLight Biosciences and
continue to be led by Andrey J. Zarur, Ph.D., the Company’s CEO and
President prior to the Merger, and certain other members of the
GreenLight management team.
“This merger and financing empowers GreenLight to operate with
enhanced efficiency, advancing us closer to our mission of
fostering healthy people and planet.” said Zarur. “We are excited
to embark on this next chapter, leveraging the synergies created,
as we pursue our goal of delivering market-leading RNA
solutions.”
Advisors
Goodwin Procter LLP served as legal counsel to the Company. Roth
Capital Partners, LLC served as financial advisor and Foley Hoag
LLP served as legal counsel to the Special Committee. O’Melveny
& Myers LLP served as legal counsel to Fall Line.
About GreenLight Biosciences
GreenLight Biosciences aims to address some of the world’s
biggest problems by delivering on the full potential of RNA for
human health and agriculture. Our RNA platform allows us to
research, design, and manufacture for human, animal, and plant
health. In human health, this includes messenger RNA vaccines and
therapeutics. In agriculture, this includes RNA to protect
honeybees and a range of crops. The Company’s platform is protected
by numerous patents. GreenLight is a public benefit corporation
that trades under the ticker GRNA on the NASDAQ. For more
information, visit www.greenlightbiosciences.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this communication may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact, are statements that could be deemed
forward-looking statements, including statements containing the
words “will,” “predicts,” “plans,” “expects,” “anticipates,”
“believes,” “goal,” “target,” “estimate,” “potential,” “may,”
“might,” “could,” “see,” “seek,” “forecast,” and similar words.
Forward-looking statements are based on the Company’s current plans
and expectations, estimates and projections about the industry and
markets in which the Company operates and the Company’s beliefs and
assumptions as to the timing and outcome of future events,
including related to the timing of, and costs associated with, the
transactions described in this communication, the future of the
Company’s business, future plans and strategies and future
conditions. While the Company’s management believes the assumptions
underlying the forward-looking statements are reasonable, such
information is necessarily subject to uncertainties and may involve
certain risks and uncertainties which are, in many instances,
difficult to predict and beyond the Company’s control, and which
could cause actual results to differ materially from those included
in or contemplated or implied by the forward-looking statements.
Such risks and uncertainties include, among others: (i) the
response of the Company’s competitors and business partners to the
Merger; (ii) potential difficulties in employee retention as a
result of the completion of the Merger; (iii) significant and/or
unanticipated costs associated with the consummation of Merger or
any of the transactions described herein; (iv) potential litigation
relating to the Merger; (v) the outcome of any legal proceedings
that may be instituted against the parties and others related to
the Merger; (vi) estimates regarding future revenue, expenses,
capital requirements and need for additional financing; and (vii)
the other risks, uncertainties and factors detailed in the
Company’s most recent annual and quarterly reports filed with the
Securities and Exchange Commission and any subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed from time to time. As a
result of such risks, uncertainties and factors, the Company’s
actual results may differ materially from any future results,
performance or achievements discussed in or implied by the
forward-looking statements contained herein.
The Company cautions investors not to unduly rely on any
forward-looking statements. The Company is providing the
information in this communication as of this date and assumes no
obligations to update the information included in this
communication or revise any forward-looking statements, whether as
a result of new information, future events or otherwise, and the
Company does not intend to do so.
Contacts:
Investor Contact:
Ingrid FungDirector, Enterprise Operations and Strategy &
Head of Investor RelationsGreenLight
Biosciencesinvestors@greenlightbio.com
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