Ginkgo Bioworks Holdings, Inc. — Form 8-K Summary
Business context and reporting period
Ginkgo filed this Current Report on October 19, 2022, reporting completion of its previously announced acquisition of Zymergen Inc. The transaction was completed through the merger of Pepper Merger Subsidiary Inc. with and into Zymergen, with Zymergen surviving as a wholly owned subsidiary of Ginkgo.
Transaction terms and key financial information
- Each outstanding Zymergen common share, other than specified excluded shares, was converted into the right to receive 0.9179 of a Ginkgo Class A common share, plus cash in lieu of fractional shares.
- In-the-money Zymergen options were converted into rights to receive Ginkgo Class A shares based on the option’s intrinsic value and Ginkgo’s applicable five-day volume-weighted average share price. Options with exercise prices at or above the merger consideration value were cancelled without consideration.
- Vested Zymergen restricted stock units were converted into the merger consideration. Unvested restricted stock units were converted into Ginkgo restricted stock units, generally preserving the applicable vesting terms.
- Shares held as treasury stock or owned by Ginkgo, the merger subsidiary, or their wholly owned subsidiaries were cancelled without consideration.
- The filing does not provide standalone revenue, profit, cash flow, margin, debt, liquidity, purchase-price, share-issuance, or merger-accounting values. It incorporates Zymergen’s historical financial statements and pro forma combined financial information by reference.
Material changes versus the prior comparable period
The material change reported is the completion of the Zymergen acquisition and the resulting conversion of Zymergen equity awards and eligible common shares into Ginkgo equity or cash for fractional shares. The filing does not present a current-period income statement or balance-sheet comparison.
Guidance, outlook, risks, contingencies, and unusual items
- No new financial guidance or operating outlook is provided in the filing.
- The transaction consideration is primarily stock-based, with cash payable for fractional shares and certain equity awards.
- The filing states that the merger agreement’s representations, warranties, and covenants were made for contractual purposes, may be subject to materiality standards and confidential disclosure schedules, and should not be relied upon as factual characterizations of the current condition of Ginkgo or Zymergen.
- Required historical and pro forma financial information is incorporated by reference to prior SEC filings, including Zymergen’s 2021 audited statements, its unaudited statements for the quarters ended June 30, 2022 and June 30, 2021, and Ginkgo’s pro forma information as of and for periods ended June 30, 2022 and December 31, 2021.
Investor verification checklist
- Verify the final number of Ginkgo Class A shares issued or issuable in the merger and the resulting dilution.
- Review the incorporated Zymergen financial statements and Ginkgo’s pro forma combined financial information.
- Assess the purchase accounting, including acquired assets, liabilities, goodwill, and any impairment or restructuring implications.
- Confirm the treatment and remaining vesting conditions of converted Zymergen options and restricted stock units.
- Review the October 19, 2022 joint press release and the full merger agreement, including omitted schedules available upon SEC request.