May 11, 2021
Ginkgo Bioworks, Inc. and Soaring Eagle Acquisition Corp. (Nasdaq: SRNG), a publicly traded special purpose acquisition company, have agreed to a business combination that will result in Ginkgo becoming a publicly traded company.
The transaction implies a pre-money equity valuation for Ginkgo of US$15 billion, and is expected to provide up to US$2.5 billion of gross cash proceeds. Gross proceeds include Soaring Eagle's US$1.73 billion of cash in trust (subject to any redemptions by Soaring Eagle's public shareholders) and US$775 million in proceeds from a PIPE transaction priced at US$10 per share of Class A common stock of Soaring Eagle to be funded immediately prior to the closing of the transaction.
Latham & Watkins LLP represents Ginkgo Bioworks in the transaction. The mergers and acquisitions team was led by Washington, D.C. partner Paul Sheridan, Boston/New York partner Kristen Grannis, New York associate Kristin Rulison, Washington, D.C. associate Monica Hernandez and Boston associate Christopher Lloyd. The capital markets team was led by Washington, D.C. partners Rachel Sheridan and Shagufa Hossain, and Washington, D.C. associates Jessica Lennon, Gary DePalo, and Brooke Padgett. Boston partners Emily Taylor and John Chory, and Boston associates Belinda King and Tyler Mills, advised on general corporate and governance matters.
Advice was also provided on tax matters by Rene de Vera, with Washington, D.C. associate Eni Kassim; on benefits and compensation matters by Washington, D.C. partner David Della Rocca, with Washington, D.C. associates Marysia Mullen and Courtney Thomson; on regulatory matters by Chicago partner Laura Ferrell and Boston partner David Tolley, with Boston associate Nicholas Lessin; on FDA matters by Washington, D.C. partner Elizabeth Richards and Bay Area counsel Betty Pang, with Washington, D.C. associate Chad Jennings; on intellectual property matters by New York partner Alan Tamarelli and Boston partner Sarah Gagan, with Boston associates Deborah Hinck and Seth Appiah-Opoku; on data privacy matters by Bay Area counsel Heather Deixler; on environmental matters by Washington, D.C. partner James Barrett, with Washington, D.C. associate Sam Scott; on real estate matters by New York counsel Shira Bressler; on compliance matters by Washington, D.C. partner Erin Brown Jones and Les Carnegie, with Washington, D.C. associate Faiza Hasan and Elizabeth Annis; and on antitrust matters by Washington, D.C. counsel Peter Todaro and Joseph Simei.