Benzinga | Feb 17, 2021 06:41AM EST

Origin Materials To Go Public Through Merger With Artius Acquisition

* Founded in 2008, Origin is the world's leading carbon negative materials company with a mission to enable the world's transition to sustainable materials; patented breakthrough platform technology for producing recyclable and sustainable materials makes "net zero" possible.

* Origin's disruptive technology is drop-in ready, replacing fossil resources used to make a variety of everyday products. Using materials derived from abundant non-food sources (wood residue), Origin's technology is expected to be cost-competitive with petroleum-based materials and a fraction of the cost of other technologies.

* Origin's decarbonizing technology addresses a ~$1 trillion market opportunity, and is anticipated to revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting, toys, and more.

* Business combination is expected to fully fund Origin until EBITDA positive and allows Origin to scale and commence commercial production to meet signed customer offtake and capacity reservations of ~$1 billion across a diverse range of industries.

* All Origin stockholders, including the current members of the NaturALL Bottle Alliance, Danone, Nestl? and PepsiCo, will roll 100% of their equity holdings into the new public company.

* Transaction is expected to provide up to $925 million in gross proceeds, comprised of Artius' $725 million of cash held in trust, assuming no redemptions, and an oversubscribed $200 million fully committed PIPE at $10.00 per share, including investments from Danone, Nestl?, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo.

* Following the expected second quarter 2021 transaction close, the combined company is expected to have an estimated equity value of approximately $1.8 billion and will remain listed on Nasdaq under the new ticker symbol "ORGN."

Origin Materials ("Origin"), the world's leading carbon negative materials company, and Artius Acquisition Inc. ("Artius") (NASDAQ:AACQU, AACQ))))), a publicly-traded special purpose acquisition company, announced today a definitive agreement for a business combination that will result in Origin becoming a public company. Upon closing of the transaction, the combined company will be named Origin Materials and remain listed on the Nasdaq under the new ticker symbol "ORGN." The combined company will be led by Co-Founder and Co-CEO John Bissell and Co-CEO Rich Riley.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210217005434/en/

Company Overview

Founded in 2008, Origin is the world's leading carbon negative materials company with a mission to enable the world's transition to sustainable materials. Origin's patented drop-in technology, economics and carbon impact have been validated by trusted third parties, as well as supported by a growing list of major global customers and investors, including Danone, Nestl?, PepsiCo, Mitsubishi Gas Chemical, and AECI. Origin's technology has been further validated by an ISO-compliant Life Cycle Assessment (LCA) conducted by Deloitte, which concluded that Origin's products are expected to be carbon negative when produced at commercial scale.

While an estimated 55% of global carbon emissions come from energy generation and transport, the other 45% come from the production of materials for consumer and industrial products. More than ten million barrels of oil per day are used to create materials, in the process releasing massive quantities of new carbon into the atmosphere. Origin's vision for the future is to replace this oil use with non-food feedstocks and materials, while capturing carbon in the process.

Origin's patented, breakthrough platform technology can disrupt and decarbonize the materials industry, which represents a ~$1 trillion market opportunity to revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting and toys. Derived from non-food sources (wood residue), Origin produces sustainable and recyclable carbon negative materials at a fraction of the cost of other bio-based technologies. Origin's technology can make "net zero" possible and support customers in meeting their ESG and decarbonization goals.

Management Commentary:

John Bissell, Co-Founder and Co-CEO of Origin, commented, "Origin's vision is a world where carbon-negative products and materials are the rule, not the exception, and where making products helps the climate instead of hurts it. We believe we are uniquely positioned to be the clear category leader based on the simple, yet powerful fact that our technology was built around converting the lowest cost, non-food feedstock into decarbonized, supply chain ready materials. Our disruptive materials make Origin the only company capable of competing on price with petroleum-based materials. We have developed competitively-advantaged technology that is protected in key countries, and we plan to continue advancing our research and development to maintain our global leadership position in carbon negative materials."

Rich Riley, Co-CEO of Origin, commented, "This transformative transaction is expected to fully fund our aggressive growth strategy in a massive $1 trillion addressable market that is just beginning to transition from petroleum feedstocks to non-food, renewable feedstocks. Mr. Sim and the Artius team have a proven history of delivering significant long-term shareholder value and we are excited to combine forces as we scale our technology and grow the business. Our rapidly expanding order book sits at $1 billion today and is comprised of offtake agreements (including customer options) and capacity reservations. Our customers are investing in Origin's carbon negative materials now to reserve capacity in our first plant that is planned to come online in 2022, to be followed by a commercial scale facility in 2025. Our technology and our products have been evaluated through extensive due diligence and we expect this transaction will allow us to scale up capacity to meet current customers' needs for cost-competitive sustainable materials, while building additional capacity for meeting new customer demand as we expand into a range of large global end markets."

Boon Sim, Chief Executive Officer of Artius, added, "Origin's breakthrough technology represents a significant opportunity to scale carbon negative materials in a world that is rapidly transitioning to 'net zero' to meet corporate decarbonization goals and climate commitments from countries around the globe. Origin is poised to enable and lead the world's necessary transition from petroleum-based materials to sustainable materials. We believe change only happens at scale -- and that means materials must be made from non-food, renewable resources that are drop-in ready, recyclable and cost-competitive. Our extensive due diligence confirmed for us that Origin's technology checks all the boxes necessary to scale and grow fast. Under Origin's visionary leadership, we believe Origin is a compelling investment opportunity with a validated, disruptive platform technology that is uniquely positioned to decarbonize the materials industry supply chain."

Origin Investment Highlights:

* Large Addressable Market and Strong Macroeconomic Tailwinds -- Core products are carbon negative drop-in replacements serving a ~$1 trillion market -- with diverse applications expected to deliver growth for years to come.

* Industry Disrupting Technology Supported by Deep Competitive Advantage -- Conversion of non-food sustainable wood residue feedstocks into drop-in chemicals, competing directly on cost with fossil-based materials while having significant advantage over other technologies.

* Global Fortune 500 Customers and Investors -- Highly visible growth with ~$1 billion of signed customer contracts.

* Funded to Effectively Scale and Commence Commercial Production -- Executing on growth plan with first plant expected to be completed in 2022 and contracted portion of first two commercial plants expected to be 100% sold out in 2022. Full-scale commercial plant expected to be online by 2025.

* Experienced Leadership Team with Proven Track Record -- Brings a team of industry veterans and technology leaders with ~250 years of cumulative experience -- ready to deliver on its vision and operational priorities.

In 2017, Danone, Nestl? and Origin launched the NaturALL Bottle Alliance, a research consortium formed to accelerate the development of innovative packaging solutions made with 100% sustainable and renewable resources. PepsiCo joined the NaturAll Bottle Alliance in 2018 to advance the shared goal of creating beverage containers with a significantly reduced carbon footprint.

Transaction Overview

The transaction reflects an implied equity value of the combined company of approximately $1.8 billion, based on current assumptions. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the company, comprised of Artius' $725 million of cash held in trust, assuming no redemptions, and a $200 million fully committed PIPE at $10.00 per share anchored by existing and new investors, including investments from Danone, Nestl?, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo. The transaction is subject to a minimum cash balance of $525 million in Artius at closing after giving effect to any shareholder redemptions.

Upon closing of the transaction, Boon Sim, Chief Executive Officer of Artius and Charles Drucker, former CEO of WorldPay, Inc. and an Artius Partner, will join Origin's Board of Directors. Karen Richardson, an Artius Partner, is expected to be nominated to serve as Chairperson of Origin's Board of Directors.

The Boards of Directors of each of Origin and Artius have unanimously approved the transaction. The transaction will require the approval of the stockholders of both Origin and Artius, and is subject to other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (the "SEC"), approval by the Nasdaq Stock Market LLC to list the securities of the combined company and the receipt of certain regulatory approvals. The transaction is expected to close in the second quarter of 2021. All Origin existing shareholders will roll 100% of their equity holdings into the new public company.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Artius with the SEC and will be available at www.sec.gov. Additional information about the proposed transaction will be described in ACE's registration statement on Form S-4 relating to the merger, which will include a proxy statement/prospectus, and other documents regarding the proposed transaction, each to be filed with the SEC.

Advisors

BofA Securities is serving as exclusive financial advisor to Origin, and Cooley LLP is serving as legal advisor to Origin. Credit Suisse and Goldman Sachs & Co. LLC are serving as joint financial and capital markets advisors to Artius and serving as co-placement agents on the PIPE offering. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Artius.

Investor Conference Call Information

Origin and Artius will host a joint investor conference call to discuss the proposed transaction on Wednesday, February 17, 2021 at 8:00am ET. The call may be accessed by dialing 1-877-407-0784 (domestic callers) or 1-201-689-8560 (international callers) and entering the conference ID number 13716358. A live webcast and replay of the call will be available here and can also be accessed at https://originmaterials.com/investors and on Artius' website at https://www.artiuscapital.com/acquisition. A telephone replay of the call will also be available until 11:59 pm EST on March 3, 2021. The replay may be accessed by dialing 1-844-512-2921 (domestic callers) or 1-412-317-6671 (international callers) and entering the conference ID number 13716358.

About Origin Materials

Headquartered in West Sacramento, Origin Materials is the world's leading carbon negative materials company. Origin's mission is to enable the world's transition to sustainable materials. Over the past 10 years, Origin has developed a platform for turning the carbon found in non-food biomass into useful materials, while capturing carbon in the process. Origin's patented drop-in core technology, economics and carbon impact have been validated by trusted third parties and are supported by a growing list of major global customers and investors. Origin's first plant is expected to be operational in 2022 with a second, full-scale commercial plant expected to be operational by 2025 and plans for additional expansion over the next decade. For more information, visit www.originmaterials.com.

About Artius Acquisition Inc.

Artius is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Artius was co-founded by Charles Drucker, the former CEO of WorldPay, Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC. For more information, visit https://www.artiuscapital.com/acquisition.