Ginkgo Bioworks Holdings, Inc. (NYSE:DNA) entered into a definitive agreement to acquire Zymergen Inc. (NasdaqGS:ZY) from a group of shareholders for approximately $300 million on July 24, 2022. Under the terms of the agreement, which have been unanimously approved by the boards of directors of both companies, Zymergen stockholders will receive a fixed exchange ratio of 0.9179 Ginkgo shares for each Zymergen share, representing 5.25% pro forma ownership of Ginkgo following the transaction. In case of termination under certain circumstance, Zymergen will be required to pay Ginkgo a termination fee equal to $10,000,000 and Ginkgo will be required to pay Zymergen a termination fee equal to $10,000,000.

Transaction is subject to receipt of regulatory approvals, and satisfaction or waiver of other closing conditions. The parties' obligation to consummate the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, among others: (i) the adoption of the Merger Agreement by the holders of a majority of Zymergen's Common Shares outstanding, (ii) the expiration or termination of the waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if a merger control inquiry is initiated or commenced by a governmental authority outside of the United States, approval in that jurisdiction, (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger, (iv) Ginkgo's registration statement on Form S-4 having been declared effective in accordance with the provisions of the Securities Act of 1933, as amended, (v) authorization and approval of the shares of Ginkgo Class A Common Stock for listing on NYSE (or any successor inter-dealer quotation system or stock exchange thereto), (vi) no material adverse effect has occurred on the other party since the signing of the Merger Agreement that is continuing and (vii) certain other customary conditions relating to the other party's representations and warranties in the Merger Agreement and the performance of its respective obligations. In connection with the Merger Agreement, each of SVF Excalibur (Cayman) Limited, Data Collective II, L.P. and certain of its affiliates, and True Ventures IV, L.P. and certain of its affiliates (collectively, the “ Signing Stockholders ”), beneficially own, in the aggregate, approximately 40% of the outstanding shares of Zymergen entered into a voting agreement to vote in favor of approval of the Merger Agreement. The special meeting of Zymergen stockholders is scheduled on October 17, 2022. As of October 17, 2022, the shareholders of Zymergen has approved the deal. The transaction is expected to be completed by the first quarter of 2023.

Allen & Company LLC is serving as financial advisor and Suni Sreepada and Marko Zatylny of Ropes & Gray LLP is serving as legal advisor to Ginkgo. Cowen and Company, LLC is serving as financial advisor and Joseph Halloum of Freshfields Bruckhaus Deringer US LLP is serving as legal advisor to Zymergen. Cowen and Company, LLC acted as fairness opinion provider to the board of Zymergen. Michael Dorf and Daniel Laguardia of Shearman & Sterling LLP acted as legal advisors to Cowen and Company, LLC in the deal. American Stock Transfer & Trust Company, LLC served as transfer agent to Zymergen and Computershare Trust Company, National Association served as transfer agent to Ginkgo. Zymergen has retained MacKenzie Partners, Inc. to assist with the solicitation process. Zymergen will pay MacKenzie Partners, Inc. a fee of approximately $15,000, as well as reimbursement expenses. Pursuant to the Cowen engagement letter, if the Merger is consummated, Cowen will be entitled to receive a transaction fee in an amount currently estimated to be approximately $4.2 million. Zymergen has also agreed to pay a fee of $1,000,000 to Cowen for rendering its opinion, which fee shall be credited against any transaction fee paid.

Ginkgo Bioworks Holdings, Inc. (NYSE:DNA) completed the acquisition of Zymergen Inc. (NasdaqGS:ZY) from a group of shareholders on October 19, 2022. Zymergen shares will no longer be traded on Nasdaq. Ginkgo Class A common stock will continue to trade on NYSE under the ticker symbol DNA.