|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On July 28, 2021, Danimer
Scientific, Inc., a Delaware corporation (the “Company”), Sunshine Merger Corp., a Delaware corporation and an indirect wholly-owned
subsidiary of the Company (“Merger Sub”), Novomer, Inc., a Delaware corporation (“Novomer”), and Shareholder Representative
Services LLC, a Colorado limited liability company (“Stockholders’ Representative”), solely in its capacity as the stockholders’
representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will
acquire Novomer through the merger of Merger Sub with and into Novomer (the “Merger”), in exchange for $152 million in cash,
subject to certain adjustments, including cash, debt, net working capital and third party transaction expense adjustments, as set forth
in the Merger Agreement. Additionally, at or promptly following the closing of the Merger, the Company will issue option awards exercisable
for shares of the Company’s common stock to certain continuing employees and continuing consultants of Novomer.
The Merger has been approved
by the board of directors of each of the Company and Novomer, and is subject to approval by the stockholders of Novomer. Pursuant to the
Merger Agreement, Novomer is obligated to deliver promptly the requisite consent to the Merger of Novomer’s stockholders.
The Merger Agreement contains
customary representations, warranties, covenants and indemnities of the parties, including, but not limited to, covenants by Novomer regarding
the conduct of its business during the pendency of the transaction. Novomer and the Company have agreed to use their respective reasonable
best efforts, subject to certain exceptions, to consummate the transactions contemplated in the Merger Agreement as promptly as reasonably
practicable and obtain any required regulatory approvals.
The Merger Agreement also
contains customary indemnification provisions whereby the stockholders of Novomer will indemnify the Company for certain losses arising
out of inaccuracies in, or breaches of, the representations, warranties and covenants of Novomer, pre-closing taxes of Novomer,
and certain other matters, subject to certain caps and thresholds.
Contemporaneously with the
execution of the Merger Agreement, certain key employees and consultants of Novomer executed an employment or consulting agreement with
the Company, which in each case will be effective only upon the closing of the Merger.
The Merger Agreement may be
terminated at any time prior to the closing by mutual written consent of the Company and Novomer, and in other customary circumstances,
including in the event that the Merger is not consummated by the ninetieth (90th) day following the Agreement Date, subject
to certain exceptions.
The Merger is expected to
close during the third quarter of 2021, subject to regulatory approvals and other customary closing conditions, including, among others,
the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
No assurances can be given
that the Merger will be consummated.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement included
as an exhibit is intended to provide investors with information regarding its terms. It is not intended to provide any other factual information
about the Company or Novomer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained
in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the
parties to that agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing
the contractual rights and relationships between the parties to that agreement; and may be subject to standards of materiality applicable
to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and
covenants or any descriptions contained in the Merger Agreement as characterizations of the actual state of facts or condition of the
Company or Novomer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures.