Cambridge, Massachusetts and San
Diego, California
June 21, 2007
Focus on cellulosic biofuel
development and commercialization of diversified industrial
enzyme portfolio
Company to trade on NASDAQ Global Market under the symbol 'VRNM'
Diversa Corporation (Nasdaq: DVSA) and Celunol Corp.
announced today that they have completed their
previously-announced merger transaction to create a new leader
in the global biofuels industry. The combined company, which has
been renamed Verenium
Corporation, possesses a growing portfolio of specialty
enzyme products and unique technical and operational
capabilities designed to enable the production of low-cost,
biomass-derived sugars for a multitude of major industrial
applications. The most significant near-term commercial
opportunity for Verenium will be the large-scale commercial
production of cellulosic ethanol derived from multiple biomass
feedstocks. In connection with the corporate name change, the
Company has also changed its NASDAQ ticker symbol from "DVSA" to
"VRNM" and will begin trading under the new ticker symbol
effective June 21, 2007.
Stockholders of both companies approved the merger and
merger-related proposals earlier today, and all regulatory
approvals and closing conditions have been satisfied.
"We are pleased that our respective shareholders have approved
our merger and believe their support reinforces our belief in
the compelling investment proposition afforded by this
transaction," said Carlos A. Riva, President and Chief Executive
Officer of Verenium. "After several months of diligent
integration planning between the two companies, we are excited
to become a single organization and are confident that the
transaction represents a unique opportunity for our partners,
employees, and shareholders."
"Verenium is now positioned to be a vertically-integrated leader
in the rapidly-evolving worldwide biofuels industry through the
unique combination of assets, technologies, and personnel
resulting from this merger. We believe that commercial success
in this industry requires broad R&D capabilities and asset
development expertise, which we have now brought together within
one, highly-focused company, Verenium Corporation."
Verenium begins operations with numerous unique attributes,
including:
- Fully-integrated,
end-to-end capabilities in pre-treatment, novel enzyme
development, fermentation, engineering, and project
development;
- One of the only
operational cellulosic ethanol pilot plants in the United
States;
- A 1.4 million
gallon-per-year demonstration-scale facility, currently
under construction, to produce cellulosic ethanol from
sugarcane bagasse and specially-bred energy cane;
- A diverse and growing
portfolio of commercialized industrial enzyme products; and
- Over 300 issued or
in-licensed patents for its technologies and processes, as
well as over 450 pending patents.
Verenium will be structured and
managed as three distinct, but interdependent, organizational
units: Specialty Enzymes Business Unit, Biofuels Business Unit,
and Research and Development. The Specialty Enzymes Business
Unit currently generates commercial revenue from multiple
sources, including industrial enzyme product sales, technology
licenses, strategic partnerships, and government grants. The
Biofuels Business Unit will be primary focused on the
commercial-scale production and sale of cellulosic ethanol from
company-managed production facilities throughout the US, as well
as strategic partnerships and related revenue arrangements
around the world. The Research and Development organization's
primary goal will be to support both Verenium Business Units, as
well as various existing strategic collaborative partners. As of
March 31, 2007, the Company had cash, cash-equivalents, and
short-term investments on hand of approximately $125.5 million,
which, together with approximately $20 million received in early
April from the exercise of an over-allotment option related to
the recent convertible notes offering, it believes to be
sufficient to fund operations through at least 2008.
Verenium's Board of Directors will initially consist of nine
members, six from Diversa and three from Celunol, including Mr.
Riva. The non-employee Board members are: Dr. James Cavanaugh,
who will serve as Chairman of the Board of Directors; Peter
Johnson; Fernand Kaufmann, Ph.D.; Mark Leschly; Melvin Simon,
Ph.D.; Cheryl Wenzinger; Joshua Ruch; and Michael Zak.
The Company's executive management team is being led by Carlos
A. Riva, President, Chief Executive Officer, and Director, and
John A. McCarthy, Jr., Executive Vice President and Chief
Financial Officer.
Verenium will be headquartered in Cambridge, Massachusetts and
have research and operations facilities in San Diego,
California; Jennings, Louisiana; and Gainesville, Florida. Due
to the complementary nature of the two companies and the level
of development activities being pursued, the company anticipates
increasing its staff in Cambridge and Jennings, as well as
building additional staff over time in San Diego to support the
growth of the enzyme business and research and development
efforts of the Company.
In connection with the merger, Diversa will issue 15 million
shares of common stock in exchange for all outstanding equity
securities of Celunol, which includes shares issuable under
Celunol options and warrants that will be assumed by the
Company. As a result of the merger, former Celunol security
holders will own approximately 24 percent of the Company, while
Diversa shareholders will own approximately 76 percent.
Immediately following the merger, the Company will have
approximately 63 million shares outstanding.
About Verenium
Cambridge-based Verenium Corporation is a leader in the
development and commercialization of cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications
within the biofuels, industrial, and health and nutrition
markets. The Company possesses integrated, end-to-end
capabilities in pre- treatment, novel enzyme development,
fermentation, engineering, and project development and is moving
rapidly to commercialize its proprietary technology for the
production of ethanol from a wide array of feedstocks, including
sugarcane bagasse, dedicated energy crops, agricultural waste,
and wood products. In addition to the vast potential for
biofuels, a multitude of large-scale industrial opportunities
exist for the Company for products derived from the production
of low-cost, biomass-derived sugars.
Verenium's Specialty Enzyme business harnesses the power of
enzymes to create a broad range of specialty products to meet
high-value commercial needs. Verenium's world class R&D
organization is renowned for its capabilities in the rapid
screening, identification, and expression of enzymes-proteins
that act as the catalysts of biochemical reactions.
Verenium recently completed a significant upgrade of one of the
nation's first operational cellulosic ethanol pilot facilities
located in Jennings, Louisiana and expects to achieve mechanical
completion of a 1.4 million gallon-per-year, demonstration-scale
facility to produce cellulosic ethanol by the end of 2007. In
addition, the Company's process technology has been licensed by
Tokyo-based Marubeni Corp. and Tsukishima Kikai Co., LTD and has
been incorporated into BioEthanol Japan's 1.4 million
liter-per-year cellulosic ethanol plant in Osaka, Japan -- the
world's first commercial-scale plant to produce cellulosic
ethanol from wood construction waste. For more information on
Verenium, visit
http://www.verenium.com. |
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