Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 3, 2023, Amyris, Inc. (the "Company") closed the previously announced
Asset Purchase Agreement, dated as of February 21, 2023 (the "Asset Purchase
Agreement"), by and among the Company and Givaudan SA ("Givaudan"). Pursuant to
the Asset Purchase Agreement, the Company sold, assigned, or licensed certain
assets of its cosmetic ingredients businesses, including an assignment of
certain distribution agreements, a sale of certain trademarks, and a grant of an
exclusive, worldwide, irrevocable license to distribute, market and sell
Neossance® Squalane emollient, Neossance® Hemisqualane silicone alternative and
CleanScreen™ sun protector in cosmetics actives, to Givaudan for $200 million
upfront cash consideration and up to $150 million in performance-based earnout
payments over three years. In addition, the parties entered into a long-term
partnership agreement for the manufacturing of cosmetic ingredients by the
Company for Givaudan. The total value of near- and long-term contributions is
estimated to be approximately $500 million.
The foregoing is only a brief description of the material terms of the Asset
Purchase Agreement, does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its entirety by
reference to the Asset Purchase Agreement that will be filed as an exhibit to
the Company's quarterly report on Form 10-Q for the quarterly period ended March
31, 2023.
Item 8.01 Other Information.
On April 3, 2023, the Company also closed its previously announced Share
Purchase Agreement related to Aprinnova, LLC ("Aprinnova"), dated as of December
15, 2022, by and among the Company, Nikko Chemicals Co. ("Nikko"), Ltd. and
Nippon Surfactant Industries, Co., Ltd. ("Nissa"). Pursuant to the Share
Purchase Agreement, the Company purchased 39 shares of Aprinnova from Nikko and
10 shares of Aprinnova from Nissa, constituting 49% of the outstanding
membership interests in Aprinnova for aggregate cash consideration of $49
million, less applicable deductions and withholdings required by law. Following
closing of the transaction, the Company holds 99% of the outstanding membership
interests in Aprinnova.
Forward-Looking Statements
This report contains forward-looking statements, and any statements other than
statements of historical fact could be deemed to be forward-looking statements.
These forward-looking statements include, among other things, statements
regarding the total potential value of the Givaudan transaction. These
statements are based on management's current expectations and actual results and
future events may differ materially due to risks and uncertainties detailed from
time to time in filings the Company makes with the SEC, including Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
The Company disclaims any obligation to update information contained in these
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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