- Verde pioneered PolyEarthyleneTM, an innovative and proprietary
bioresin that has the potential to replace traditional
petroleum-based plastics and disrupt the plastics industry. It is
an economically feasible alternative that is capable of being
dropped into existing plastics manufacturing processes.
- Verde is one of the first scalable full-service bio-resin
market solutions we believe is capable of meeting most of the
environmental, application, manufacturing, and cost requirements of
the industry.
- Verde’s current applications may be able to address nearly half
of the approximate $600 billion total addressable global plastics
market. Despite global regulatory and political pressures for
eco-friendly solutions, green plastics currently have less than 2%
market penetration.
- Business combination implies a pre-money enterprise value of
$365 million (pro forma EV of $433 million) on a cash-free and
debt-free basis (excluding up to $365 million in performance-based
earnouts shares).
- Vinmar, a global distributor of plastics, entered into a
strategic partnership with Verde to market PolyEarthyleneTM, and
has been working closely to market PolyEarthylene™ to its large
corporate customer base, generating more than a dozen opportunities
and several initial orders with potential customers in the first
few months.
- Braskem is a strategic supplier to Verde and is expected to
support Verde with the feedstock capacity to transition high volume
plastics applications to sustainable materials. As Verde’s business
grows, Verde’s relationship with Braskem is expected to continue to
expand as well.
Verde Bioresins, Inc. (“Verde” or the “Company”), a visionary in
sustainable product innovation and full-service bioplastics
production with its innovative and proprietary based bioresins,
known as PolyEarthyleneTM, and TLGY Acquisition Corporation
(Nasdaq: TLGY) (“TLGY”), a U.S. publicly-listed blank check
company, have entered into a definitive business combination
agreement. Upon closing of the business combination, the combined
company is expected to list its common stock on Nasdaq under the
new ticker symbol “VRDE.”
Verde was founded in 2020 as a full-service bioplastics company
specializing in sustainable materials, innovation, and
state-of-the-art manufacturing with its proprietary, and
potentially industry-disrupting, bio-based, renewable, and
sustainable PolyEarthyleneTM resin. PolyEarthyleneTM aims to
accelerate the transition to a more sustainable and circular
economy, addressing nearly half of the $600 billion global plastics
market that is faced with mounting regulatory pressure for
eco-friendly solutions.
Unlike most other bio-plastic solutions in the market today,
Verde’s innovative PolyEarthyleneTM products are designed to
provide customers with a bio-based, biodegradable and recyclable
solution derived primarily from plant-based feedstock.
PolyEarthyleneTM is cost-competitive, scalable and versatile,
making it a sustainable option for a wide range of manufacturing
processes, including injection molding, film extrusion, blow
molding, and thermoforming, and applications such as rigid
packaging.
With similar performance properties to traditional
petroleum-based polymers, PolyEarthyleneTM products can be produced
in most of the forms and colors desired by prospective customers
and can be dropped into existing standard manufacturing processes,
making it a versatile and economical choice for prospective
customers seeking to reduce their environmental impact while still
meeting industry standards and their own cost and efficiency
requirements.
Verde’s innovative PolyEarthyleneTM products aspire to make a
significant impact on the global plastic pollution crisis. Verde
plans to facilitate this expansion through potential partnerships
with large and highly reputable suppliers, including Braskem.
Braskem is a strategic supplier to Verde. As Verde continues to
grow its business, we expect Verde’s relationship with Braskem to
continue to expand as well.
The growing demand for sustainable solutions is a driving force
behind Verde’s mission and the Company’s recently announced
partnership with Vinmar Polymers America, a division of Vinmar
International, is a crucial step forward. With Vinmar’s reputation
as a leading global distributor of plastics, Verde believes it is
well-positioned to offer its potentially disruptive
PolyEarthyleneTM products to an even wider range of prospective
customers.
Brian Gordon, Chairman of Verde, commented: “Verde
intends to become a leader in the global transition to a more
sustainable, circular economy. Today represents a significant
milestone for Verde. A merger with TLGY – a team with extensive
operational and industry expertise across multiple relevant
industries and a private equity style approach to value creation –
will help us realize the full potential of our breakthrough
bioplastics products. We believe the proceeds from the proposed
transaction, along with the support of TLGY, will enable us to
scale our production capabilities, moving us closer to delivering
on the growing interest in our innovative and proprietary bio-resin
solution.”
Jin-Goon Kim, Chairman and Chief Executive Officer of TLGY,
added: “We are extremely pleased to announce our business
combination with Verde, a first-mover with impressive growth
potential aided by significant regulatory tailwinds in a massive
addressable market. In our opinion and based on our due diligence,
we believe Verde is one of the first full-service bio-resin market
solutions that can meet most of the environmental, application,
manufacturing, and cost requirements in the industry. We are
excited to support the commercialization of Verde’s proprietary
products and the scaling of its production capabilities as it
strives to become an industry leader. We believe Verde is a pioneer
in advancing global sustainability initiatives and we look forward
to supporting the company in its mission of providing an effective
and environmentally friendly plastic alternative to combat today’s
current global waste crisis.”
Transaction Overview The proposed business combination
implies an implied pre-money enterprise value for Verde at closing
of $365 million (pro forma EV of $433 million), excluding earnouts
consideration. The boards of directors of both TLGY and Verde have
approved the proposed business combination, which is expected to be
completed in the second half of 2023, subject to, among other
things, the approval by TLGY’s stockholders and satisfaction or
waiver of other conditions stated in the definitive
documentation.
Assuming no further redemptions (in addition to the redemptions
completed following TLGY’s extraordinary general meeting on
February 23, 2023) by TLGY’s public stockholders in connection with
closing and the payment of estimated transaction expenses, the
proposed business combination would result in gross proceeds of
over $78 million to Verde, comprised of $78 million of cash held in
TLGY’s trust as of the date hereof. Verde’s controlling shareholder
has committed to making a PIPE investment in TLGY at the closing of
the business combination, subject to certain conditions.
The proposed business combination includes the entitlement for
the equity holders of Verde immediately prior to closing, to
receive earnout shares of up to 100% of the closing valuation based
on trading prices of the combined company’s common stock meeting
specified IRR thresholds of 35% (based on its initial trading
price) over five years. Similarly, TLGY’s sponsor has agreed to
align its interests with those of Verde and its public shareholders
by transferring up to 10% of its private warrants to Verde
management and forfeit all of its remaining private warrants at the
closing in exchange for potential future share grants based on
stock price performance and achieving target cash requirement. TLGY
offers an innovative warrant structure that provides an escalating
incentive mechanism for its existing public shareholders to not
redeem and for new investors to buy common shares before the
closing.
Additional information about the proposed business combination,
including a copy of the agreement and plan of merger, will be
provided in a Current Report on Form 8-K to be filed by TLGY with
the Securities and Exchange Commission (the “SEC”) and available at
www.sec.gov.
Advisors Cleary Gottlieb Steen & Hamilton LLP is
serving as legal advisor and Marcum Bernstein & Pinchuk LLP is
serving as auditor to TLGY Acquisition Corporation. Wilmer Cutler
Pickering Hale and Dorr LLP is serving as legal advisor and
EisnerAmper LLP is serving as auditor to Verde. Gateway Group is
serving as Investor Relations and Public Relations for the proposed
business combination.
About Verde Bioresins, Inc.
Verde Bioresins, Inc. is a full-service bioplastics company that
specializes in sustainable product innovation and the manufacturing
of proprietary biopolymer resins, providing comprehensive design
and development solutions for companies seeking alternatives to
conventional plastics.
For additional information, please visit verdebioresins.com
About TLGY Acquisition Corporation
TLGY Acquisition Corporation is a blank check company sponsored
by TLGY Sponsors LLC, whose business purpose is to effect a merger,
share exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses. TLGY
was formed to focus on growth companies through long-term, private
equity style value creation in the biopharma and
business-to-consumer (“B2C”) technology sectors.
For additional information, please visit tlgyacquisition.com
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and Section 21E of the Exchange Act
that are not historical facts, and involve risks and uncertainties
that could cause actual results to differ materially from those
expected and projected. All statements, other than statements of
historical fact included in this press release regarding TLGY and
the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are
forward-looking statements. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek” and variations and
similar words and expressions are intended to identify such
forward-looking statements.
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are neither promises
nor guarantees, but involve known and unknown risks, uncertainties
and other important factors that may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
forward-looking statements, including but not limited to: (i) the
risk that the proposed business combination may not be completed in
a timely manner or at all, which may adversely affect the price of
TLGY’s securities; (ii) the risk that the proposed business
combination may not be completed by TLGY’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline sought by TLGY; (iii) the failure to
satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business
combination by the shareholders of TLGY; (iv) the effect of the
announcement or pendency of the proposed business combination on
the Company’s business relationships, performance, and business
generally; (v) risks that the proposed business combination
disrupts current plans of the Company and potential difficulties in
the Company employee retention as a result of the proposed business
combination; (vi) the outcome of any legal proceedings that may be
instituted against TLGY or the Company related to the agreement and
plan of merger or the proposed business combination; (vii) the
ability to maintain the listing of TLGY’s securities on Nasdaq;
(viii) the price of TLGY’s securities, including volatility
resulting from changes in the competitive and highly regulated
industries in which the Company operates, variations in performance
across competitors, changes in laws and regulations affecting the
Company’s business and changes in the combined capital structure;
and (ix) the ability to implement and realize upon business plans,
forecasts, and other expectations after the completion of the
proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in TLGY’s final proxy
statement/prospectus to be contained in the Form S-4 registration
statement, including those under “Risk Factors” therein, TLGY’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed by TLGY from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and TLGY and the Company assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither TLGY nor the Company gives any
assurance that either TLGY or the Company will achieve its
expectations.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed business combination, the
Company will become wholly-owned subsidiary of TLGY and TLGY will
be renamed Verde Bioresins, Inc. as of the closing of the proposed
business combination. TLGY intends to file with the SEC a
Registration Statement on Form S-4 (as amended, the “Registration
Statement”), which will include a preliminary proxy
statement/prospectus of TLGY, in connection with the proposed
business combination. After the Registration Statement is declared
effective, TLGY will mail a definitive proxy statement/prospectus
and other relevant documents to its shareholders. TLGY’s
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus, and
amendments thereto, and the definitive proxy statement/prospectus
in connection with TLGY’s solicitation of proxies for its
shareholders’ meeting to be held to approve the proposed business
combination because the proxy statement/prospectus will contain
important information about TLGY, Verde and the proposed business
combination. The definitive proxy statement/prospectus will be
mailed to shareholders of TLGY as of a record date to be
established for voting on the proposed business combination.
Shareholders will also be able to obtain copies of the Registration
Statement, each preliminary proxy statement/prospectus and the
definitive proxy statement/prospectus, without charge, once
available, at the SEC’s website at www.sec.gov. In addition, the
documents filed by TLGY may be obtained free of charge from TLGY at
https://www.tlgyacquisition.com/.
Participants in Solicitation
TLGY, the Company and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of TLGY’s shareholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of TLGY’s directors and executive officers in TLGY’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on February 21, 2023.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of TLGY’s
shareholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus for the
proposed business combination when available. Information
concerning the interests of TLGY’s participants in the
solicitation, which may, in some cases, be different than those of
TLGY’s equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination
when it becomes available.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of TLGY, the Company or the combined company, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230622187747/en/
Investor Relations Contacts: Gateway Group Cody Slach,
Georg Venturatos (949) 574-3860 TLGY@gatewayir.com Media
Relations Contacts: Gateway Group Zach Kadletz, Anna Rutter
(949) 574-3860 TLGY@gatewayir.com
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