Lygos, Inc., a vertically integrated biotechnology provider of
sustainable specialty ingredients, and Flexible Solutions
International Inc. (FSI) (NYSE American: FSI), a developer and
manufacturer of biodegradable products, today announced that FSI
has filed a registration statement on Form S-4 with the U.S.
Securities and Exchange Commission (SEC) on July 25, 2022 in
connection with its proposed merger with Lygos.
On April 18, 2022, Lygos and FSI announced a
definitive merger agreement in an all-stock transaction to form a
leading sustainable specialty ingredient company for agricultural,
industrial, and consumer applications. The merger transaction
followed a fully funded $160 million of growth capital investment
in Lygos. The agreement has been unanimously approved by the boards
of directors of both companies and is subject to, among other
things, the approval of Lygos and FSI stockholders and the
satisfaction or waiver of other customary closing conditions.
FSI is an environmental technology company
involved in research, development, and manufacturing of supplies
that are designed to increase crop yield, conserve energy, and
reduce environmental impact. Lygos’ proprietary fermentation
technology platform, which utilizes the latest advances in
bioengineering and data science to convert sustainable sugars into
multi-functional organic acids, helps improve the performance of
FSI’s biodegradable, water-soluble cleaning and water treatment
solutions. These bio-based ingredients are designed to make
existing products more sustainable, while also offering
performance, supply chain, and environmental advantages over
traditional industrial chemicals.
The registration statement on form S-4, which
contains a preliminary proxy statement/prospectus, is available on
the SEC’s website at www.sec.gov. These documents contain important
information about Lygos, FSI, and the proposed acquisition. The
registration statement has not yet become effective and the
information contained therein and in the preliminary proxy
statement/prospectus is subject to change.
About LygosLygos has created a
biological engineering platform focused on sustainable production
of organic acid bio-monomers. Lygos’ bio-based ingredients offer
alternatives to traditional industrial suppliers, enabling
customers to create better, environmentally safer products.
For more information, visit www.lygos.com and follow us
@LygosBiotech.
About Flexible Solutions International
Flexible Solutions International Inc.
(www.flexiblesolutions.com), or FSI, based in Taber, Alberta, is an
environmental technology company. FSI provides biodegradable,
water-soluble products utilizing thermal polyaspartate (TPA)
biopolymers. TPA beta-proteins are manufactured from the common
biological amino acid, L-aspartic acid, and can be used in
applications including scale inhibition, detergent formulation,
water treatment and crop enhancement. FSI is the developer and
manufacturer of WaterSavrTM, a commercially viable water
evaporation retardant. WaterSavrTM reduces evaporation on
reservoirs, lakes, aqueducts, irrigation canals, ponds and slow
moving rivers. HeatsavrTM, a “liquid blanket” evaporation retardant
for the commercial swimming pool and spa markets, reduces energy
costs and can result in reduced indoor pool humidity.
Additional Information about the Proposed Merger and
Where to Find It
The proposed business combination will be
submitted to stockholders of Lygos for their consideration. Lygos
has filed the Registration Statement, which includes both a
preliminary prospectus with respect to the combined company's
securities to be issued in connection with the business combination
and a proxy statement to be distributed to Lygos’ stockholders in
connection with Lygos’ solicitation of proxies for the vote by its
stockholders in connection with the business combination and other
matters as described in the Registration Statement. Lygos urges its
investors, stockholders and other interested persons to read the
preliminary proxy statement/prospectus and, when available, any
amendments thereto and the definitive proxy statement/prospectus,
as well as other documents filed by Lygos with the SEC, because
these documents will contain important information about Lygos, FSI
and the business combination. After the Registration Statement is
declared effective, Lygos will mail the definitive proxy
statement/prospectus to its stockholders as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain a copy of the Registration
Statement, including the preliminary proxy statement/prospectus
and, once available, the definitive proxy statement/prospectus, as
well as other documents filed with the SEC regarding the business
combination and other documents filed by Lygos with the SEC,
without charge, at the SEC's website located at www.sec.gov
Participants in the Solicitation
FSI and its directors and executive officers and
Lygos and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of FSI in connection with the proposed transaction. Information
regarding the special interests of these directors and executive
officers in the proposed merger will be included in the joint proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of FSI is also
included in FSI’s Annual Report on Form 10-K for the year ended
December 31, 2021. These documents are available free of charge at
the SEC web site (www.sec.gov) and from the CEO of FSI at the
address described above.
Forward-Looking Statements
This press release contains forward-looking
statements based upon FSI’s and Lygos’ current expectations.
Forward-looking statements involve risks and uncertainties, and
include, but are not limited to, statements about the structure,
timing and completion of the proposed merger; the combined
company’s listing on the NYSE American after closing of the
proposed merger; expectations regarding the ownership structure of
the combined company; the expected executive officers and directors
of the combined company; the combined company’s expected cash
position at the closing of the proposed merger; the future
operations and success of the combined company; the nature,
strategy and focus of the combined company; the success, cost and
timing of the combined company’s product development activities,
studies and clinical trials, the success of competing products that
are or become available, the combined company’s ability to obtain
approval for and commercialize its product candidates; the
executive and board structure of the combined company; the location
of the combined company’s corporate headquarters; the expected
charges and related cash expenditures that FSI expects to incur;
and other statements that are not historical fact. Actual results
and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation: (i) the
risk that the conditions to the closing of the proposed merger are
not satisfied, including the failure to timely obtain stockholder
and shareholder approval for the transaction, if at all; (ii)
uncertainties as to the timing of the consummation of the proposed
merger and the ability of each of FSI and Lygos to consummate the
proposed merger; (iii) risks related to FSI’s ability to manage its
operating expenses and its expenses associated with the proposed
merger pending closing; (iv) risks related to the failure or delay
in obtaining required approvals from any governmental or
quasi-governmental entity necessary to consummate the proposed
merger; (v) the risk that as a result of adjustments to the
exchange ratio, FSI shareholders and Lygos stockholders could own
more or less of the combined company than is currently anticipated;
(vi) risks related to the market price of FSI common shares
relative to the exchange ratio; (vii) unexpected costs, charges or
expenses resulting from the transaction; (viii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger; and (ix) risks
associated with the possible failure to realize certain anticipated
benefits of the proposed merger, including with respect to future
financial and operating results. Actual results and the timing of
events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties. These and other risks and uncertainties are more
fully described in periodic filings with the SEC, including the
factors described in the section entitled “Risk Factors” in FSI’s
Annual Report on Form 10-K for the year ended December 31, 2021,
which is on file with the SEC, and in other filings that FSI makes
and will make with the SEC in connection with the proposed merger,
including the proxy statement/prospectus/information statement
described above under “Additional Information.” You should not
place undue reliance on these forward-looking statements, which are
made only as of the date hereof or as of the dates indicated in the
forward-looking statements. FSI expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.
Lygos and the Lygos logo are trademarks of Lygos, Inc. Any other
brands may be trademarks of their respective holders.
Lygos
Contacts:Investor Contact:Kevin MurphyArgot
Partners212-600-1902lygos@argotpartners.com |
FSI
Contact:Investor Contact:Jason
Bloom800.661.3560info@flexiblesolutions.com |
Media Contact:Ethan AndersenArgot
Partners212-600-1902lygos@argotpartners.com |
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