GreenLight Biosciences announces business agreement with Environmental Impact Acquisition Corp. to become publicly traded company, allowing it to better harness its breakthrough platform to develop and produce RNA for human therapies and agriculture.
• GreenLight Biosciences, Inc. to become publicly listed through business combination with Environmental Impact Acquisition Corp. (Nasdaq: ENVI)
• Transaction advances development of breakthrough biomanufacturing platform capable of discovering, developing, scaling, and commercializing ribonucleic acid (RNA) solutions at volume across multiple sectors in agricultural and human health markets.
• This combination creates a company rooted in global impact and sustainability with a diverse product pipeline addressing two of humanity’s greatest challenges and largest opportunities: food security and human health.
• Transaction expected to generate proceeds to fund operations of $282 million, assuming delivery of the full amount held in trust by ENVI, and $105 million of fully committed PIPE financing that includes S2G Ventures, Cormorant Asset Management, Morningside Venture Investments, Hudson Bay Capital, BNP Paribas Ecosystem Restoration Fund, The Jeremy and Hannelore Grantham Environmental Trust, Continental Grain Company, Pura Vida Investments LLC, Xeraya Capital, and MLS Fund II/Spruce.
• All GreenLight shareholders and management to roll 100% of their equity into the new company with many existing GreenLight shareholders participating in the PIPE financing.
• Transaction expected to be completed in the fourth quarter of 2021; after the transaction closes, the combined company will be listed on Nasdaq with an estimated enterprise value of $1.2 billion.
BOSTON, August 10, 2021—GreenLight Biosciences, Inc. (“GreenLight”), a biotechnology company dedicated to making ribonucleic acid (RNA) products affordable and accessible for human health and agriculture, and Environmental Impact Acquisition Corp. (Nasdaq: “ENVI”), a publicly traded special purpose acquisition company, have agreed to a business combination that will result in GreenLight becoming a publicly-listed company.
“We are thrilled to partner with Environmental Impact Acquisition Corp. to accelerate our vision and advance the delivery of our solutions to where they are needed most, with shared goals to pave the way for a sustainable planet through widely available and affordable RNA,” says Andrey Zarur, co-founder and CEO of GreenLight.
The GreenLight team has created a platform that can accelerate discovery, development, scaling, and delivery of RNA products cost efficiently and at large-scale.
“We believe that GreenLight’s breakthrough platform can create advanced therapies, vaccines, and crop-protection products that address—quickly, directly, and specifically—some of the most significant problems facing the world today,” says Zarur. “Going public through this partnership will accelerate development and commercialization by enabling us to attract the talent, purchase the tools, scale our manufacturing infrastructure, advance regulatory approvals, and develop further the science necessary to address some of humanity’s most pressing challenges.”
“When considering quality merger partners that aligned with our mission of delivering environmental and social impact, we saw GreenLight as both a notable and compelling partner for ENVI and our shareholders. In creating ENVI, our goal was to partner with a high-growth, technology-rich business, propelled by a large market opportunity and a business model supporting critical sustainability initiatives. We are excited to announce this merger with GreenLight, as there is alignment on how our combined resources may create value for our stakeholders, and how our capital may be invested in a purpose-driven platform committed to improving humanity. GreenLight has a pipeline of RNA products spanning human, animal, and plant health that are being developed to serve the needs of billions, promoting improved access to wellness, sustainable agriculture, and health,” said Dan Coyne, CEO of Environmental Impact Acquisition Corp. “GreenLight has assembled a diverse, talented, qualified, and exceptional team that has built multiple companies. GreenLight is driven to make this cutting-edge platform a reality so that it is available to the world and understands what it takes to deliver breakthrough technology to market. We share GreenLight’s enthusiasm for this combination.”
GreenLight Biosciences Overview
GreenLight harnesses the power of biology to develop RNA-based solutions for some of humanity’s greatest challenges in human health through mRNA vaccines and therapeutics and in food production through RNA crop-protection products. The company’s breakthrough cell-free RNA manufacturing platform, which is protected by numerous patents, allows for cost-effective and scalable production of RNA.
Proceeds from the transaction are expected to provide GreenLight with the capital needed to advance the following priorities:
For crop management and plant protection, GreenLight’s most advanced products in development are RNA-based pesticides aimed at protecting honeybees, which are key plant pollinators, from the parasitic varroa destructor mite, and protecting staple food products from destructive insect pests. The traditional chemical pesticides currently in use face increasing consumer opposition and the threat of outright bans due to concerns over their damage to the environment. In addition, crop-destructive pests have developed resistance to many traditional pesticides. Also, the non-specificity of traditional pesticides can result in the unintended killing of insects that are beneficial to crops.
For human health, GreenLight is developing an mRNA manufacturing platform aimed at providing mRNA-based therapeutics at scale and an appropriate price for global needs. The company’s lead vaccine programs include vaccine candidates for Covid-19 and influenza. Earlier-stage programs are being developed to address other unmet medical needs, such as sickle cell disease.
Following the close, GreenLight will have a pro forma enterprise value of approximately $1.2 billion based on the $10.00 per share price of ENVI common stock.
The transaction will provide estimated proceeds to fund operations of $282 million assuming delivery of the full amount held in trust by ENVI. This includes $105 million in proceeds from a fully committed common stock PIPE transaction priced at $10.00 per share, demonstrating strong support from investors including S2G Ventures, Cormorant Asset Management, Morningside Venture Investments, Hudson Bay Capital, BNP Paribas Ecosystem Restoration Fund, The Jeremy and Hannelore Grantham Environmental Trust, Continental Grain Company, Pura Vida Investments LLC, Xeraya Capital, and MLS Fund II/Spruce. The PIPE financing is subject to customary closing conditions and is expected to close immediately prior to the business combination.
GreenLight will continue to be led by co-founder and CEO Andrey Zarur and supported by the existing management team.
The Boards of Directors of Environmental Impact Acquisition Corp. and GreenLight have approved the transaction. The transaction will require the approval of the stockholders of both Environmental Impact Acquisition Corp. and GreenLight and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2021. Additional information about the proposed transaction, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Environmental Impact Acquisition Corp. today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
SVB Leerink LLC and Credit Suisse Securities (USA) LLC are acting as financial and capital markets advisors to GreenLight and co-placement agents on the PIPE transaction. Foley Hoag LLP is acting as legal advisor to GreenLight. Canaccord Genuity is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to Environmental Impact Acquisition Corp.
About Environmental Impact Acquisition Corp.
Environmental Impact Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses. While the Company may pursue a business combination target in any industry or geographic region, the Company intends to focus on identifying businesses that offer products, services and technologies that, in addition to serving the needs of customers, generate positive impacts for the environment. The Company is sponsored by CG Investments Inc. VI, an affiliate of Canaccord Genuity, which manages several investment vehicles.
About GreenLight Biosciences
GreenLight Biosciences is an integrated life sciences company with a breakthrough biomanufacturing platform for discovering, developing, scaling, and commercializing ribonucleic acid (RNA) solutions at volume for a diverse product pipeline across agriculture and human health. Applications include vaccine development, pandemic preparation, crop management, and plant protection. The GreenLight team values diversity, inclusion, and equality and uses collaboration to remain scientifically imaginative and passionately focused on making a difference in the world. For more information, visit https://www.greenlightbiosciences.com/
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