All owners of STPC common stock as of August 9,
2021 are encouraged to vote their shares FOR the transaction
Star Peak Corp II (NYSE: STPC) (“Star Peak”), a
publicly traded special purpose acquisition company in the
sustainability space, and Benson Hill, Inc. (“Benson Hill”), a food
technology company unlocking the natural genetic diversity of
plants with its cutting edge seed to food and ingredient innovation
engine, today announced that the U.S. Securities and Exchange
Commission (the “SEC”) has declared effective Star Peak’s
registration statement on Form S-4 (File No. 333-256161) relating
to the previously announced merger of Star Peak and Benson
Hill.
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Star Peak will mail stockholders as of August 9, 2021 (the
“Record Date”) the definitive proxy statement/prospectus relating
to the Special Meeting of Star Peak Stockholders (the “Special
Meeting”), to be held on September 28, 2021 at 11:00 a.m. ET.
Stockholders will have until September 27, 2021 at 11:59 p.m. ET to
vote. Voting is easy and can be done in one of three ways: online,
via telephone or by mail. All Star Peak stockholders as of the
Record Date are encouraged to vote for the transaction.
“We are excited to enter the final phase of our merger process
and deliver on the upside potential of our cutting-edge technology
and a unique go-to-market business model,” said Matt Crisp,
Chief Executive Officer of Benson Hill. “Since announcing the
transaction with Star Peak in May, we’ve continued to take bold
steps to deliver on our strategic, operating and financial
objectives. The momentum we are building establishes a solid
foundation for our continued growth through our innovations in the
seed to create food, feed and ingredients we provide as the ‘picks
and shovels’ of the plant-based revolution.”
Mike Morgan, Chairman of Star Peak, commented, “Today
marks another step forward to completing our transaction with
Benson Hill. The Benson Hill team’s progress over the past few
months, accelerating its future crop development, advancing its
innovation efforts and delivering strong operating and financial
results, validates our excitement for this combination. We continue
to believe Benson Hill to be a category defining and market leading
business capable of driving significant shareholder value.”
Details of the Special Meeting
The Special Meeting to approve the pending business combination
between Star Peak and Benson Hill, among other items, is scheduled
for September 28, 2021, at 11:00 a.m. ET. The Special Meeting will
be completely virtual and conducted via live webcast. Holders of
Star Peak common stock as of the close of business on the Record
Date may vote at or before the virtual Special Meeting and are
encouraged to vote before 11:59 p.m. ET on September 27, 2021.
Star Peak has filed with the SEC a definitive proxy
statement/prospectus relating to the Special Meeting and will mail
the proxy statement/prospectus to stockholders who owned Star Peak
common stock as of the Record Date.
Star Peak stockholders can exercise their votes online, via
telephone or by mail. More information on how to vote can be found
at https://stpc.starpeakcorp.com/vote. Star Peak stockholders who
need assistance voting or have questions regarding the Special
Meeting may contact Star Peak’s proxy solicitor, Morrow Sodali,
toll-free at (203) 658-9400 or email Morrow Sodali at
STPC@investor.morrowsodali.com.
If certain of the proposals at the Special Meeting are approved,
the parties anticipate the business combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
Recent Benson Hill Business Highlights
As previously disclosed, Benson Hill has made significant
progress executing against its strategic and financial objectives,
including:
- Generating Q2 2021 normalized1 revenues of $39.7 million, an
increase of $12.7 million, or 47% compared to Q2 2020;
- Delivering Q2 2021 normalized1 Ingredients segment revenues of
$22.7 million, an increase of $8.9 million, or 64% compared to Q2
2020;
- Contracting approximately 70,000 acres with partner farmers in
the U.S. to grow Benson Hill’s proprietary soybean crops,
representing 133% year-over-year growth, compared to 30,000 acres
in 2020 crop year;
- Launching an advanced yellow pea breeding and commercialization
program to shorten the typical development cycle of new seed
varieties;
- Remaining on track to open its Crop Accelerator by the end of
2021, which is expected to enable plant breeding to develop
varieties significantly faster than traditional breeding
methods.
1 In late 2020, Benson Hill sold a non-core barley business
which generated Q2 2020 revenues of $4 million.
About Star Peak Corp II
Led by an experienced management team that has a long history of
partnering with high-quality companies across the sustainability,
energy infrastructure, renewables and technology landscape – and
sponsored by Star Peak Sponsor II LLC, a group comprised of Michael
C. Morgan and members of Magnetar Capital, Star Peak Corp II is a
special purpose acquisition company created to identify and merge
with a market-leading business well-positioned to capitalize on
trends in sustainability and emissions reduction. For more
information about Star Peak Corp II, visit
stpc.starpeakcorp.com.
About Benson Hill
Benson Hill moves food forward with the CropOS® platform, a
cutting-edge food innovation engine that combines data science and
machine learning with biology and genetics. Benson Hill empowers
innovators to unlock nature’s genetic diversity from plant to
plate, with the purpose of creating healthier, great-tasting food
and ingredient options that are both widely accessible and
sustainable. More information can be found at bensonhill.com or on
Twitter at @bensonhillinc.
Additional Information
This communication is being made in respect of a proposed merger
transaction (the “proposed transactions”) involving Star Peak and
Benson Hill. The proposed transactions will be submitted to
stockholders of Star Peak for their consideration and approval at a
special meeting of stockholders. In connection with the proposed
transactions, Star Peak has filed a Registration Statement on Form
S-4 (the “Registration Statement”) with the Securities and Exchange
Commission (“SEC”) and a definitive proxy statement / prospectus to
be distributed to Star Peak stockholders in connection with Star
Peak’s solicitation for proxies for the vote by Star Peak’s
stockholders in connection with the proposed transactions and other
matters as described in such Registration Statement, as well as the
prospectus relating to the offer of the securities. Star Peak is
mailing a definitive proxy statement / prospectus and other
relevant documents to its stockholders as of the record date
established for voting on the proposed transactions. Investors and
security holders of Star Peak are advised to read the definitive
proxy statement / prospectus in connection with Star Peak’s
solicitation of proxies for its special meeting of stockholders to
be held to approve the proposed transaction because the proxy
statement / prospectus contains important information about the
proposed transaction and the parties to the proposed transaction.
Stockholders may also obtain copies of the definitive proxy
statement / prospectus, without charge at the SEC’s website at
www.sec.gov or by directing a request to: Star Peak Corp II, 1603
Orrington Ave., 13th Floor Evanston, IL 60201.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, 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.
Participants in the Solicitation
Star Peak and Benson Hill and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Star Peak's stockholders in connection
with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
Registration Statement that has been filed with the SEC by Star
Peak, which includes the proxy statement / prospectus for the
proposed transaction. Information regarding the directors and
executive officers of Star Peak is contained in Star Peak's filings
with the SEC, and such information is also in the Registration
Statement that has been filed with the SEC by Star Peak, which
includes the proxy statement / prospectus for the proposed
transaction.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or Star Peak’s or Benson Hill’s future
financial or operating performance. These forward-looking
statements include, but are not limited to, statements regarding
the anticipated closing of the proposed business combination. In
some cases, you can identify forward-looking statements by
terminology such as “may,” “should,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” or the negatives of
these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Star Peak and its
management, and Benson Hill and its management, as the case may be,
are inherently uncertain factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: 1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive merger agreement with respect to the business
combination; 2) the outcome of any legal proceedings that may be
instituted against Star Peak, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; 3) the inability to
complete the business combination due to the failure to obtain
approval of the stockholders of Star Peak, to obtain financing to
complete the business combination or to satisfy other conditions to
closing; 4) changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; 5) the ability to
meet the NYSE’s listing standards following the consummation of the
business combination; 6) the risk that the business combination
disrupts current plans and operations of Benson Hill as a result of
the announcement and consummation of the business combination; 7)
the ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; 8) costs
related to the business combination; 9) changes in applicable laws
or regulations; 10) the possibility that Benson Hill or the
combined company may be adversely affected by other economic,
business and/or competitive factors; 11) Benson Hill’s estimates of
its financial performance; 12) the impact of the COVID-19 pandemic
and its effect on business and financial conditions; and 13) other
risks and uncertainties set forth in the sections entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Star Peak’s Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 31, 2021, in the
definitive proxy statement / prospectus dated September 2, 2021
relating to the proposed business combination, and other documents
filed or to be filed with the SEC by Star Peak. Nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward
looking statements will be achieved. There may be additional risks
that Star Peak and Benson Hill presently do not know or that Star
Peak and Benson Hill currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. Neither Star Peak nor Benson Hill undertakes any duty to
update these forward-looking statements, except as otherwise
required by law.
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Benson Hill
For Investors
Ruben Mella Benson Hill 314-714-6313 rmella@bensonhill.com
For Media
Melanie Bernds Benson Hill 314-605-6363
mbernds@bensonhill.com
Aaron Palash / Scott Bisang Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Star Peak
For Investors
Courtney Kozel 847-905-4500 Info@starpeakcorp.com
Reed Anderson ICR 646-277-1260 Reed.Anderson@icrinc.com
For Media
Tricia Quinn 847-905-4500 Info@starpeakcorp.com
Cory Ziskind ICR 646-277-1232 Cory.Ziskind@icrinc.com
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