GreenLight Biosciences, Inc. completed the acquisition of Environmental Impact Acquisition Corp. from HB Strategies LLC, CG Investments Inc. VI and others in a reverse merger transaction.
Following the Closing, it is expected that the current management of GreenLight will become the management of New GreenLight, and the New GreenLight Board will consist of seven (7) directors, four (4) individuals designated by GreenLight, officer and, prior to the effectiveness of the Registration Statement one (1) individual determined by ENVI and one (1) individual determined by GreenLight. As of November 23, 2021, GreenLight Biosciences Inc, and Environmental Impact Acquisition Corp. announced an expansion of its PIPE financing to an aggregate $124 million in gross proceeds. The expanded financing includes a $10 million strategic investment from Serum Life Sciences Ltd.
GreenLight will continue to be led by co-founder and Chief Executive Officer, Andrey Zarur and supported by the existing management team. The transaction will require the approval of the stockholders of both ENVI and GreenLight and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is subject each applicable waiting period under the HSR Act, no order or law issued or enacted by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or prohibiting the consummation of the transaction, the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, ENVI's initial listing application with Nasdaq in connection with the transactions shall have been conditionally approved, the transaction proceeds to be greater than $105 million and ENVI will have at least $5 million of net tangible assets after giving effect to the transaction. The Boards of Directors of ENVI and GreenLight have unanimously approved the transaction. As of January 13, 2022, registration statement of Environmental Impact Acquisition declared effective. HB Strategies, CG Investments and certain Directors of ENVI, have agreed to vote all of their founder shares, representing approximately 20% of the issued and outstanding ENVI common stock, in favor of the transaction. Environmental Impact Acquisition shareholder will hold a special meeting on February 1, 2022 to approve the transaction. Shareholders of Environmental Impact Acquisition approved the transaction on February 1, 2022. The transaction is expected to close in the fourth quarter of 2021. As of February 2, 2022, the transaction is expected to close on February 2, 2022.
SVB Leerink LLC and Credit Suisse Securities (USA) LLC are acting as financial and capital markets advisors to GreenLight and co-placement agents on the PIPE transaction. David Broadwin, Adrienne Ellman and John Hancock, Erica Harrington, Nicola Lemay and Teresa Martland of Foley Hoag LLP is acting as legal advisor to GreenLight. Canaccord Genuity is acting as financial advisor and Steven B. Stokdyk, Brian Duff, Brent Epstein, David Taub, Katharine Moir, Jason Cruise, Peter Todaro, Joseph Simei, Aron Potash, Robert Blamires, Ghaith Mahmood and Ben Haas of Latham & Watkins LLP are acting as legal advisor to Environmental Impact Acquisition Corp. Duff & Phelps Corporation acted as financial advisor and fairness opinion provider of Environmental Impact. Continental Stock Transfer & Trust Company acted as transfer agent and D.F. King & Co., Inc. acted proxy solicitor of Environmental Impact. Environmental Impact will pay fees of $15,000 to D.F. King for proxy solicitation. Environmental Impact will pay a fees of $0.5 million to Duff & Phelps for providing fairness opinion.
GreenLight Biosciences, Inc. completed the acquisition of Environmental Impact Acquisition Corp. (NasdaqCM:ENVI) (ENVI) from HB Strategies LLC, CG Investments Inc. VI and others in a reverse merger transaction on February 2, 2022.