Live Oak Acquisition Corp. Reminds Stockholders to Vote in Favor of Business Combination with Danimer Scientific
Live Oak Acquisition Corp. Reminds Stockholders to Vote in Favor of Business Combination with Danimer Scientific
GREAT FALLS, Va.--(BUSINESS WIRE)--Live Oak Acquisition Corp. (NYSE: LOAK) ("Live Oak" or the "Company"), a publicly-traded special purpose acquisition company, reminds its stockholders to vote in favor of the approval of the Company’s proposed business combination with Meredian Holdings Group, Inc., doing business as Danimer Scientific (“Danimer”), a performance polymer company specializing in bioplastic replacements for traditional petrochemical-based plastics, and the related proposals to be voted upon at the Company’s virtual special meeting scheduled to be held on December 28, 2020, as described in the Company’s proxy statement/prospectus dated December 16, 2020 (the “Proxy Statement”).
Every stockholder's vote is important, regardless of the number of shares the stockholder holds. Accordingly, Live Oak requests that each stockholder complete, sign, date and return a proxy card, if it has not already done so, to ensure that the stockholder's shares will be represented at the virtual special meeting. Stockholders which hold shares in "street name," meaning that their shares are held of record by a broker, bank or other nominee, should contact their broker, bank or nominee to ensure that their shares are voted.
In connection with the proposed transaction, Live Oak filed the Proxy Statement with the Securities and Exchange Commission (“SEC”) on December 16, 2020, and the Proxy Statement together with a notice and access instruction form or a proxy card were mailed shortly thereafter to Live Oak stockholders of record as of the close of business on December 7, 2020. Both forms contain instructions on how to attend the virtual special meeting including the URL address (https://www.cstproxy.com/liveoakacq/sm2020), along with a 12-digit control number for access.
All stockholders of record of Live Oak common stock as of the close of business on December 7, 2020 are entitled to vote their shares either in person or by proxy at the virtual special meeting. If any Live Oak stockholder has not received the Proxy Statement, such stockholder should confirm the proxy's status with their broker, or contact Morrow Sodali LLC, Live Oak's proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
The Live Oak virtual special meeting of stockholders is scheduled to take place on December 28, 2020 at 10:00 a.m. Eastern time, exclusively via a live webcast at https://www.cstproxy.com/liveoakacq/sm2020.
Important Information and Where to Find It
In connection with the proposed business combination between Danimer and Live Oak and related transactions (the “Proposed Transactions”), Live Oak has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a proxy statement distributed to holders of Live Oak’s common stock in connection with Live Oak’s solicitation of proxies for the vote by Live Oak’s stockholders with respect to the Proposed Transactions and other matters as described in the Registration Statement and a prospectus relating to the offer of the securities to be issued to Danimer’s stockholders in connection with the Proposed Transactions. Investors and security holders and other interested parties are urged to read the Proxy Statement, and any amendments thereto and any other documents filed with the SEC carefully and in their entirety because they contain important information about Live Oak, Danimer and the Proposed Transactions. Investors and security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by Live Oak through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Live Oak Acquisition Corp., 774A Walker Rd., Great Falls, VA 22066.
Participants in the Solicitation
Live Oak and Danimer and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of Live Oak and Danimer is set forth in the Registration Statement. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About Live Oak
Live Oak was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Live Oak is sponsored by Live Oak Sponsor Partners, LLC, a Delaware limited liability company.
About Danimer
Danimer is a performance polymer company specializing in bioplastic replacements for traditional petrochemical-based plastics. Danimer, through its principal operating subsidiaries, Meredian, Inc., Danimer Scientific, L.L.C. and Danimer Scientific Kentucky, Inc., brings together innovative technologies to deliver renewable, environmentally friendly bioplastic materials to global consumer product companies. Danimer has core competencies in fermentation process engineering, chemical engineering and polymer science. In addition, Danimer has created an extensive intellectual property portfolio to protect its innovations which, together with its technology, serves as a valuable foundation for its business and future industry collaborations.
Contacts
Investors
ir@danimer.com
Phone: 229-220-1103
Media
DanimerPR@icrinc.com
Live Oak Merchant Partners Welcomes Adam J. Fishman as Managing Partner
Live Oak Merchant Partners Welcomes Adam J. Fishman as Managing Partner
Live Oak Merchant Partners, an investment firm led by former FBR & Co. CEO Richard Hendrix and former B. Riley Wealth Management Inc. CEO Gary Wunderlich, is proud to welcome Adam J. Fishman as managing partner.
Fishman is joining Live Oak Merchant Partners (LOMP) as a Managing Partner and will focus his efforts on expanding its principal investments, Special Purpose Acquisition Companies (SPACs), and advisory services.
Prior to joining LOMP, Mr. Fishman was Head of Permanent Capital, Distribution at Jefferies LLC, where he oversaw the build out of both the SPAC and equity private placement businesses within Equity Capital Markets. Prior to Jefferies, Mr. Fishman was Executive Vice President and Head of Institutional Brokerage at FBR, where he spent over 13 years. He worked closely with investors across a wide spectrum of investment mandates, including Hedge Funds, Mutual Funds, Pension, Endowment, Insurance and Family Offices. Live Oak Merchant Partners will benefit from his experience in identifying and structuring investment opportunities, as well as sourcing the right capital partners for each individual circumstance.
“Adam’s experience and drive are the perfect fit for our rapidly-growing firm,” said Live Oak Merchant Partners co-founder Rick Hendrix. “Our partners possess over 100 collective years of experience founding and leading companies to achieve dramatic growth, drive transformational change, and complete successful exits for investors. We are excited to have Adam join our partnership.”
Live Oak Merchant Partners is an independent sponsor group focused on control and control-oriented investments in private companies seeking access to capital and the deep management expertise of the LOMP partner group. Targeted equity investment sizes are $25mm-$100mm across most industry sectors.
Live Oak Merchant Partners is also a sponsor of Special Purpose Acquisition Companies (SPACs). Live Oak Acquisition Corp (NYSE: LOAK) priced an IPO in May 2020, and subsequently announced a business combination with Danimer Scientific, the global industry leader in biopolymers used to create 100% marine degradable plastics. Live Oak Acquisition Corp II (NYSE: LOKB.U) priced an IPO in December 2020 and is seeking a business combination in the $750mm-$3B enterprise value range across a number of industry sectors.
“I am honored to join Live Oak Merchant Partners,” said Fishman. “Companies across a wide range of industries need both capital and strategic advice to navigate these unprecedented times, and LOMP stands uniquely positioned to deliver on both. I am particularly excited to work with colleagues I have known and respected my entire career, and whose integrity and commitment to excellence are essential in supporting the management and employee partners of our portfolio companies.”
For more information, visit liveoakmerchant.com.
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Kemira Announces Partnership with Danimer Scientific to Develop Biodegradable Coating for Paper and Board Industry
Kemira Announces Partnership with Danimer Scientific to Develop Biodegradable Coating for Paper and Board Industry
Partners evaluate Danimer Scientific’s Nodax™ PHA as commercial, fully biobased alternative for polyethylene to manufacture recyclable paper and board products from renewable sources
BAINBRIDGE, Ga.--(BUSINESS WIRE)--Kemira, a global leader in sustainable chemical solutions for water intensive industries, and Danimer Scientific, a leading developer and manufacturer of biodegradable materials, today announced a partnership to develop biodegradable aqueous barrier coatings for more sustainable paper and board products. The companies aim to manufacture coatings for limited commercial applications in 2021 before exploring broader production options. Coating on a paper or board product, such as a coffee cup, forms a barrier to keep moisture and grease from leaking through the cup material.
As brand owner and consumer demand for sustainable paper and board products increases, this coating and surface treatment will ensure paper and board items are fully biodegradable in soil and water. Danimer Scientific’s biopolymer, Nodax™ polyhydroxyalkanoate (PHA), is renewably sourced from the seeds of plants, such as canola and soy and is 100% biobased. A majority of paper and board products from cups to food packaging are currently coated with fossil fuel-based polyethylene, which hinders the recyclability of the products and creates plastic waste.
“Evaluating PHA is one step in realizing our biobased strategy to deliver high quality, sustainable and circular packaging solutions. Sustainability is one of the main drivers of Kemira’s long-term growth. We are dedicated to our customer’s success as we increase the value of their end-products. This partnership with Danimer Scientific will bring new biobased and circular products to markets and is an important milestone in reaching our biobased growth targets,” says Antti Matula, SVP, Global Product Lines & Business Development for Kemira Pulp&Paper.
“PHA is a proven biodegradable alternative to fossil fuel-based materials. Partnering with Kemira will enable us to expand to paper applications, delivering a repulpable and biodegradable material without sacrificing the product quality that brands and consumers expect,” says John Moore, senior vice president of business development at Danimer Scientific.
On October 5, 2020, Danimer Scientific and Live Oak Acquisition Corp. (NYSE: LOAK), a publicly-traded special purpose acquisition company, announced the entry into a definitive agreement for a business combination that will result in Danimer Scientific becoming a public company on the New York Stock Exchange. For more information on Danimer Scientific, visit www.DanimerScientific.com.
For more information on Kemira, visit www.Kemira.com.
About Kemira
Kemira is a global chemicals company serving customers in water intensive industries. We provide best suited products and expertise to improve our customers’ product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas and water treatment. In 2019, Kemira had annual revenue of around EUR 2.7 billion and over 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd. www.kemira.com.
About Danimer Scientific
Danimer Scientific is a pioneer in creating more sustainable, more natural ways to make plastic products. For more than a decade, our renewable and sustainable biopolymers have helped create plastic products that are biodegradable and compostable. They return to nature instead of polluting our lands and waters. Our technology can be found in a vast array of plastic end products that people use every day. Applications for our biopolymers include additives, aqueous coatings, fibers, filaments, films, hot-melt adhesives and injection-molded articles, among others. We now hold more than 150 granted patents and pending patent applications in more than 20 countries for a range of manufacturing processes and biopolymer formulations. For more information, visit www.DanimerScientific.com.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Live Oak Acquisition Corp.’s (“Live Oak”) proposed acquisition of Danimer Scientific, Live Oak’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s growth plans and strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Danimer Scientific’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Danimer Scientific. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in Live Oak’s registration statement on Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2020, and as amended to date (the “Registration Statement”), under the heading “Risk Factors,” and other documents Live Oak has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect Danimer Scientific’s expectations, plans, or forecasts of future events and views as of the date of this press release. Danimer Scientific anticipates that subsequent events and developments will cause its assessments to change. However, while Danimer Scientific may elect to update these forward-looking statements at some point in the future, Danimer Scientific specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Danimer Scientific’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements
Important Information for Investors and Stockholders
In connection with the proposed transactions, Live Oak has filed the Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement, to be distributed to holders of Live Oak’s common stock in connection with Live Oak’s solicitation of proxies for the vote by Live Oak’s stockholders with respect to the proposed transactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities of Live Oak to be issued in connection with the proposed transactions. After the Registration Statement has been filed and declared effective, Live Oak will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Live Oak, Danimer Scientific and the proposed transactions. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Live Oak through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Live Oak Acquisition Corp., 774A Walker Rd., Great Falls, VA 22066 or (901) 985-2865. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Live Oak and Danimer Scientific and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed transactions. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is, and will be, included in the Registration Statement and other relevant materials filed, and to be filed, with the SEC regarding the proposed transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
For more information, please contact:
Kemira Oyj
Mikko Pohjala, Vice President, Investor Relations
Tel: +358 40 838 0709
mikko.pohjala@kemira.com
Kemira Oyj, Americas
Tuija Pohjolainen-Hiltunen, Senior Vice President, Pulp & Paper Commercial
tuija.pohjolainen-hiltunen@kemira.com
Kemira Oyj
Antti Matula, Senior Vice President, Global Product Lines & Business Development
antti.matula@kemira.com
Danimer Scientific
Anthony Popiel
Dalton Agency
Tel: +1 (404) 876-1309
apopiel@daltonagency.com
Live Oak Acquisition Corp. II Announces Pricing of Upsized $220,000,000 Initial Public Offering
Live Oak Acquisition Corp. II Announces Pricing of Upsized $220,000,000 Initial Public Offering
Memphis, TN, Dec. 02, 2020 (GLOBE NEWSWIRE) -- Live Oak Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, announced today that it priced its initial public offering of 22,000,000 units at $10.00 per unit.
While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on companies it believes have significant growth prospects with the potential to generate attractive returns for its stockholders. The Company is led by Chief Executive Officer, Richard J. Hendrix, Chief Financial Officer, Andrea K. Tarbox, President, Gary K. Wunderlich, Jr., Chief Operating Officer, Adam J. Fishman and Chairman of the Board, John P. Amboian.
The units will be listed on the New York Stock Exchange (the “NYSE”) and will begin trading tomorrow, December 3, 2020, under the ticker symbol “LOKB.U” Each unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the NYSE under the symbols
“LOKB” and “LOKB WS,” respectively. The offering is expected to close on December 7, 2020, subject to customary closing conditions. Jefferies LLC and BofA Securities are acting as the book-running managers for the offering. The Company has granted the underwriters a
45-day option to purchase up to an additional 3,300,000 units at the initial public offering price to cover over-allotments, if any. The offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering and final prospectus, when available, may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com or BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001 or by email at: dg.prospectus_request@bofa.com.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on December 2, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Live Oak Acquisition Corp. II
Andrea K. Tarbox
Chief Financial Officer
(203) 858-0934
atarbox@liveoakacq.com
Danimer Scientific and Eagle Beverage to Produce Biodegradable Drinking Straws for Quick Service Restaurants
Private-label manufacturer will use Danimer Scientific’s NodaxTM PHA for marine degradable straws with plans to expand into adjacent product categories
Danimer Scientific, a leading developer and manufacturer of biodegradable materials, and Eagle Beverage Products, a specialty beverage manufacturer, today announced they will produce biodegradable drinking straws for the quick service restaurant (QSR) industry. The straws will degrade in environments ranging from industrial composting facilities to home compost units and oceans without leaving behind microplastics.
Eagle Beverage will manufacture the straws using Danimer Scientific’s proprietary biopolymer, Nodax™ polyhydroxyalkanoate (PHA). Tested by University of Georgia (UGA) researchers and the UGA New Materials Institute, PHA is made from sustainable materials, such as canola oil, to produce a proven biodegradable alternative to traditional petrochemical plastics. The straws are expected to be available for Eagle Beverage’s QSR customers to purchase in early 2021. After launching the straws, Eagle Beverage plans to explore expanding its offerings to include compostable food containers, packaging and more.
“Reducing the impact of plastic waste is a critical issue across the country, but consumers have limited ways to find eco-friendly alternatives at fast food restaurants,” said Eagle Beverage Vice President Aisha Kabani. “By partnering with Danimer Scientific to produce a reliably biodegradable straw, we will provide a cost-effective solution for restaurants to deliver guilt-free beverage enjoyment to their customers. Petrochemical straws break down into harmful microplastics and never fully degrade, but these PHA straws will completely degrade in a matter of months.”
The straws will be 100% made in the United States as Danimer Scientific produces Nodax PHA™ in its Kentucky- and Georgia-based facilities, while Eagle Beverage manufactures the straws in its Kent, Wash.-based facility. Danimer Scientific’s Nodax™ PHA possesses seven TÜV AUSTRIA certifications and statements of industrial and home compostability, is biodegradable in anaerobic conditions, soil, freshwater and marine environments and is 100% bio-based. All of Danimer Scientific’s biopolymers, including its Nodax™ PHA, are FDA approved for food contact.
“PHA has become the go-to material for sustainable alternatives to single-use plastic that do not sacrifice reliability or quality,” said Danimer Scientific CEO Stephen Croskrey. “Eagle Beverage has established robust relationships with some of the largest fast food chains in the country, so we look forward to partnering with them on supplying the industry with biodegradable straws.”
On October 5, 2020, Danimer Scientific and Live Oak Acquisition Corp. (NYSE: LOAK), a publicly-traded special purpose acquisition company, announced the entry into a definitive agreement for a business combination that will result in Danimer Scientific becoming a public company on the New York Stock Exchange. For more information on Danimer Scientific, visit www.DanimerScientific.com.
For more information on Eagle Beverage, visit www.Eagle-Beverage.com.
About Danimer Scientific
Danimer Scientific is a pioneer in creating more sustainable, more natural ways to make plastic products. For more than a decade, our renewable and sustainable biopolymers have helped create plastic products that are biodegradable and compostable. They return to nature instead of polluting our lands and waters. Our technology can be found in a vast array of plastic end products that people use every day. Applications for our biopolymers include additives, aqueous coatings, fibers, filaments, films, hot-melt adhesives and injection-molded articles, among others. We now hold more than 150 granted patents and pending patent applications in more than 20 countries for a range of manufacturing processes and biopolymer formulations. For more information, visit www.DanimerScientific.com.
About Eagle Beverage
Eagle Beverage Products has manufactured specialty beverage products in Kent, Wash. since 1970. Our product line includes cocktail mixers, energy drinks, coffee syrups, gourmet sauces, frappe mixes, hot chocolates, apple ciders, sweet spices, beverage straws and a variety of other products designed for food service. Our products are found under a variety of brand names and they are all manufactured in our Washington-based facility using premium ingredients and high-end quality packaging. For more information, visit www.Eagle-Beverage.com.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Live Oak Acquisition Corp.’s (“Live Oak”) proposed acquisition of Danimer Scientific, Live Oak’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s growth plans and strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Danimer Scientific’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Danimer Scientific. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in Live Oak’s registration statement on Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2020 (the “Registration Statement”), under the heading “Risk Factors,” and other documents Live Oak has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect Danimer Scientific’s expectations, plans, or forecasts of future events and views as of the date of this press release. Danimer Scientific anticipates that subsequent events and developments will cause its assessments to change. However, while Danimer Scientific may elect to update these forward-looking statements at some point in the future, Danimer Scientific specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Danimer Scientific’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements
Important Information for Investors and Stockholders
In connection with the proposed transactions, Live Oak has filed the Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement, to be distributed to holders of Live Oak’s common stock in connection with Live Oak’s solicitation of proxies for the vote by Live Oak’s stockholders with respect to the proposed transactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities of Live Oak to be issued in connection with the proposed transactions. After the Registration Statement has been filed and declared effective, Live Oak will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Live Oak, Danimer Scientific and the proposed transactions. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Live Oak through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Live Oak Acquisition Corp., 774A Walker Rd., Great Falls, VA 22066 or (901) 985-2865. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Live Oak and Danimer Scientific and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed transactions. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is, and will be, included in the Registration Statement and other relevant materials filed, and to be filed, with the SEC regarding the proposed transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
Growth-focused SPAC Live Oak Acquisition II files for a $200 million IPO
NASDAQ
Live Oak Acquisition II, the second blank check company formed by Live Oak Merchant Partners targeting a high-growth business, filed on Wednesday with the SEC to raise up to $200 million in an initial public offering.
The Memphis, TN-based company plans to raise $200 million by offering 20 million units at $10. Each unit consists of one share of common stock and one-third of one warrant, exercisable at $11.50. Atalaya Capital Management intends to purchase up to $15 million worth of units in the offering. At $10 per unit, Live Oak Acquisition II would command a market value of $250 million.
The company is led by CEO Richard Hendrix and President Gary Wunderlich, the co-founders of Live Oak Merchant Partners, as well as Chairman John Amboian, the founder of JA Capital Advisors, and CFO Andrea Tarbox, who was previously the CFO of KapStone Paper & Packaging (formerly NYSE: KS). Live Oak Acquisition II intends to target companies with above industry-average growth and enterprise values between $500 million and $1.5 billion.
The group's previous SPAC, Live Oak Acquisition (LOAK; +14% from $10 offer price) went public this past May and recently announced a merger agreement with Danimer Scientific.
Live Oak Acquisition II was founded in 2020 and plans to list on the NYSE under the symbol LOKB.U. The company filed confidentially on September 18, 2020. Jefferies and BofA Securities are the joint bookrunners on the deal.
Maker of biodegradable utensils and straws gets Memphis boost
A Georgia company believes it has the solution to the environmental scourge of petroleum-based plastic products that litter the Earth’s surface and seas: plant-based plastic that degrades naturally.
It’s producing commercial quantities for the food service industry at a Kentucky plant and is poised to grow through a proposed merger with a Memphis-linked company.
Privately held Danimer Scientific, headquartered in Bainbridge, Georgia, and publicly traded Live Oak Acquisition Corp., led by Memphian Gary Wunderlich, announced a definitive merger agreement on Monday, Oct. 5.
Live Oak, a blank check company that exists to merge with and capitalize an existing company, proposes to bring $410 million and publicly traded status to Danimer Scientific, if the merger is approved by shareholders and regulators.
The money would be used to ramp up capacity at the plant in Winchester, Kentucky, to meet what Wunderlich calls an “almost unlimited” demand for plastic products that disintegrate naturally in the environment.
Danimer produces a proprietary material branded Nodax, a biodegradable plastic made from an enzyme derived from canola oil. The scientific name for the polymer is polyhydroxyalkanoate or PHA. Danimer’s current production is booked by customers including food industry giants such as PepsiCo and Nestle.
The proposed merger would combine Danimer Scientific with Live Oak, a Virginia-based special purpose acquisition company that went public with a $200 million initial public offering in May.
Gary Wunderlich
Wunderlich, longtime Memphis businessman and investment firm veteran, is president of Live Oak Acquisitions. He and his colleagues spent months looking for a company to merge with, vetting more than 50 potential partners, Wunderlich said.
What set Danimer Scientific apart was the fact it’s already in commercial production of biodegradable plastic, the market’s enormous potential in the market and the opportunity to address a pressing environmental issue, Wunderlich said.
In addition to the $200 million raised in the initial public offering, Live Oak has corralled commitments for another $210 million from institutional investors in Danimer stock once the transaction closes and Danimer Scientific becomes publicly traded. The $210 million includes certain funds managed by affiliates of Apollo, Federated Hermes Kaufmann Small Cap Fund and more than $50 million from Live Oak affiliates.
Investors include Memphis businessman Andy Cates, who is chairman of the board of Memphis Fourth Estate Inc., the nonprofit that operates The Daily Memphian. Cates and a partner initially put Live Oak in touch with Danimer as a potential merger candidate.
Wunderlich was chief executive officer of Wunderlich Securities until he sold it in 2018 to B. Riley Financial Inc., to create B. Riley Wealth Management.
Of the Danimer merger, Wunderlich said, “We verified the science and we talked to customers. We talked to Pepsi, we talked to Nestle, we talked to WinCup, GenPak, and got incredible customer confirmation, basically saying Danimer has cracked the code on PHA and they’re big fans of Danimer and hopeful they can increase capacity to meet the demand that they have.”
“We’re seeing almost unlimited demand, just a function of raising capital to build capacity to meet it,” Wunderlich said.
“And they’re actually in business today. They’re selling product. You can buy straws that are made with Danimer resin at Walmart today, so they have clearly commercialized it and have basically a proven technology,” Wunderlich added.
In August, Danimer won an Innovation in Bioplastics award for its work with WinCup to develop PHA-based straws and stirrers. WinCup food service products markets the straws under the brand name phade, “the straw that goes to work then goes away.”
“A lot of the other things we were looking at were still pre-revenue, an earlier stage than we were comfortable with, had some additional financing needs we weren’t sure we could address,” Wunderlich said.
The companies issued a joint press release Monday morning that said the merger would enable Danimer to increase production 10-fold by 2025, going from 20 million pounds a year to 200 million pounds a year. Management is forecasting revenue of more than $500 million in 2025.
Wunderlich said the addressable market for Danimer’s product is estimated at 500 billion pounds a year.
Wunderlich said he would not be involved in management of the new company after closing.
Under the merger agreement, Live Oak chief executive officer Rick Hendrix would join the Danimer board, and John Amboian, non-executive chairman of Live Oak, would become the board’s lead independent director.
Danimer’s current senior management team would continue to lead the new company, which would trade on the New York Stock Exchange. Danimer chief executive officer Stephen E. Croskrey would also serve as board chairman.
In a joint press release Monday, Danimer’s product is touted as “the first PHA polymer to be certified as marine degradable, the highest standard of biodegradability, which verifies the material will fully degrade in ocean water without leaving behind harmful microplastics. “
“As a result, Nodax offers a better beginning-of-life and end-of-life cycle than any of today’s traditional plastics, eliminates the need for recycling and can replace the 80% of plastics that are never recycled or incinerated.”
Croskrey said, “We are excited to partner with Live Oak and transition Danimer to be a public company. We are at an inflection point in our growth trajectory and this transaction will fuel the next phase of our rapid commercial expansion.”
“Our research-based approach to creating environmentally responsible solutions has attracted a blue chip, multinational customer base and our partnership with Live Oak will allow us to further scale production up to meet strong customer demand for our technology,” Croskrey said.
“We believe PHA has the ability to eliminate the pollution caused by single use plastics worldwide, a potentially remarkable achievement. We are well positioned to further expand our 100% biodegradable products to a wide range of plastic and specialty applications, with a long runway for profitable global growth.”
Live Oak CEO Hendrix said, “Danimer represents a unique and compelling investment opportunity with take-or-pay contracted revenue from a blue chip client base for fully biodegradable plastic resin that addresses one of the world’s most significant environmental challenges.”
“PHA adoption is benefiting from powerful tailwinds as the result of widespread corporate commitments and evolving consumer preferences for ecofriendly packaging solutions that address the worldwide problem of plastic waste. We believe Danimer is poised for rapid and sustained growth with a fully financed capacity expansion plan and proprietary customer applications,” Hendrix said.
The release said the deal implies an equity valuation at closing of about $890 million for Danimer. It’s anticipated the company will have about $385 million in unrestricted cash on hand to fund growth and buildout of a contemplated new facility. The current plant was previously operated as an algae fermentation facility by Alltech.
The Hot IPO Trend of 2020: Pay Up Now, Acquire Something Later
The companies raising the most money in the IPO market right now have no revenue, aren’t profitable and lack long-term business plans.
That is by design: They are blank-check companies, whose purpose is to raise money for acquisitions.
So far this year, these special-purpose acquisition companies, or SPACs, have raised $6.5 billion, on pace for their biggest year ever, according to Dealogic. In April, 80% of all money raised for U.S. initial public offerings went to blank-check firms, compared with an average of 9% over the past decade.
The jump shows investors are betting there will be good deals to scoop up when the coronavirus subsides, but remain hesitant to put cash into companies going public soon.
“The IPO asset class in general is the last to recover in volatile periods,” said Shiv Vasisht, co-head of Global Strategic Equity Solutions at Bank of America Corp.
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IPOs in the U.S. raised about $2.6 billion in April, according to Dealogic. Of that, $2.2 billion went toward blank-check companies. This month through Tuesday, SPACs had raised $575 million, Dealogic data show.
Blank-check companies raise money by going public and then hunt for a company in which to invest the funds they raised. They typically have two years to identify a target, and the investment is subject to shareholder approval.
Among the blank-check companies to go public in the past two months were a pair from Social Capital Hedosophia Holdings. SPCE 0.22% Combined, they raised more than $1 billion with the intention of acquiring technology companies.
Social Capital Hedosophia last year made a splash when its first blank-check company invested in Virgin Galactic, Richard Branson’s space-tourism venture. Virgin Galactic’s stock soared after it went public by way of the Social Capital Hedosophia firm, and recently traded roughly 60% above its official October listing.
Still, blank-check companies’ stock performance has lagged in recent years. From 2010 to 2017, the companies underperformed the broader market by about 3% annually for the first three years after their IPO, according to an analysis of 92 blank-check listings in that period by University of Florida finance professor Jay Ritter, who studies IPOs. Meanwhile, traditional IPOs typically outperform the broader market.
Since the start of March, roughly a dozen blank-check firms have tapped the U.S. public market.
Live Oak Acquisition Corp. is one of them. Its executives met with about 30 potential investors in late February to test the waters, according to Chief Financial Officer and director Andrea Tarbox. Then coronavirus rattled the U.S., shutting down corporate offices and even the New York Stock Exchange trading floor. The day of the company’s call to plan a virtual roadshow in March, the Dow Jones Industrial Average tumbled nearly 3,000 points.
Live Oak waited out the turbulence. Last week the company listed its shares following a two-day virtual roadshow. Instead of ringing the NYSE bell, Ms. Tarbox rang a bell at her beach house in South Carolina to celebrate.
The firm is eager to start evaluating targets, which will include companies in financial services, industrials, business services and real estate. Ms. Tarbox said she hopes that by the time the company’s initial work is done plane travel will be less forbidding so Live Oak can better vet potential acquisitions.
In the case of Social Capital Hedosophia, at least one of its vehicles is likely to find a deal sooner rather than later, a person familiar with the matter said, given the state of the IPO market and the cash needs of startups.
At the same time, the IPO market may be showing signs of thawing. As the U.S. stock market has steadied—in past week the tech-heavy Nasdaq Composite briefly turned positive on the year—so has the appetite for some new listings. Bankers say bigger IPOs, such as for Albertsons Cos., could take shape as early as this month.
Wunderlich forms 'blank check company,' IPO priced at $200M
MEAGAN NICHOLS | MEMPHIS BUSINESS JOURNAL
Raise money through an initial public offering (IPO); acquire an existing company.
That is the goal of a special purpose acquisition company (SPAC) — also called a “blank check company” — and that is now the objective of one well-known Memphis businessman.
Gary Wunderlich, who founded the investment firm Wunderlich Securities in 1996, is no stranger to closing big deals. He sold that company to B. Riley Financial Inc. in 2017 for $67 million.
And rather than retire, he — along with Rick Hendrix and Robert Feinstein, both based in Washington, D.C. — founded Live Oak Merchant Partners. An advisory services and capital business, Live Oak was established to primarily work with middle-market companies.
Now, Wunderlich and partners are taking their latest venture a step further.
“Forming a SPAC is a natural extension of what we are doing at Live Oak Merchant Partners,” Wunderlich said. “We have been very busy closing an M&A transaction, financing our first portfolio company, and now issuing the SPAC. With the SPAC, we are looking for a $500 million to $1.5 billion company that has a need for liquidity and wants to become a public company."
Live Oak Acquisition Corp. was established as a blank-check company with an IPO pricing of $200 million. That offering was priced at 20,000,000 units at $10 per unit. The units were listed on the New York Stock Exchange under the ticker symbol “LOAK.U” on May 6.
Under this corporation, Hendrix will serve as the CEO, Wunderlich as president, Andrea Tarbox as the CFO, and Ross Berner as COO.
Jefferies LLC is the book-running manager for the offering. BMO Capital Markets Corp. and BTIG LLC are the acting co-managers.
While Live Oak Acquisition is open to pursuing a company in any industry, it plans to focus its search on those in the financial services, industrial, business services, and real estate sectors.