Soaring Eagle Announces Extraordinary General Meeting Date for Proposed Business Combination with Ginkgo
August 13 2021 - 12:45PM
Business Wire
Extraordinary General Meeting Scheduled for
September 14, 2021
Soaring Eagle Acquisition Corp., a Cayman Islands exempted
company limited by shares (the “Company” or “Soaring Eagle”)
(Nasdaq: SRNG.U, SRNG, SRNG WS), announced today that it has
scheduled the extraordinary general meeting of the Company's
shareholders (the "Special Meeting") in connection with its
business combination (the "Business Combination") with Ginkgo
Bioworks, Inc. to be held on September 14, 2021. Notice of the
Special Meeting and a proxy statement/prospectus in connection with
the Special Meeting will be mailed to the Company's shareholders of
record as of the close of business on August 10, 2021 (the “Record
Date”).
Forward-Looking Statements Legend
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Ginkgo and Soaring Eagle, including
statements regarding the anticipated timing of the Special Meeting.
These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. 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 subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Soaring Eagle's securities, (ii) the risk that the transaction
may not be completed by Soaring Eagle's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Soaring Eagle, (iii) the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the agreement and plan of
merger by the shareholders of Soaring Eagle and Ginkgo, the
satisfaction of the minimum trust account amount following
redemptions by Soaring Eagle's public shareholders and the receipt
of certain governmental and regulatory approvals, (iv) the lack of
a third party valuation in determining whether or not to pursue the
proposed transaction, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
agreement and plan of merger, (vi) the effect of the announcement
or pendency of the transaction on Ginkgo business relationships,
performance, and business generally, (vii) risks that the proposed
transaction disrupts current plans of Ginkgo and potential
difficulties in Ginkgo employee retention as a result of the
proposed transaction, (viii) the outcome of any legal proceedings
that may be instituted against Ginkgo or against Soaring Eagle
related to the agreement and plan of merger or the proposed
transaction, (ix) the ability to maintain the listing of Soaring
Eagle's securities on Nasdaq, (x) volatility in the price of
Soaring Eagle's securities due to a variety of factors, including
changes in the competitive and highly regulated industries in which
Ginkgo plans to operate, variations in performance across
competitors, changes in laws and regulations affecting Ginkgo's
business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xii) the risk
of downturns in demand for products using synthetic biology. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors'' section of Soaring
Eagle's proxy statement/prospectus relating to the transaction, and
in Soaring Eagle's other filings with the SEC. Soaring Eagle and
Ginkgo caution that the foregoing list of factors is not exclusive.
Soaring Eagle and Ginkgo caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither Soaring Eagle nor Ginkgo undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed Business Combination, the
Company filed the Registration Statement with the SEC, which
includes a proxy statement/prospectus that is both the proxy
statement to be distributed to the Company’s shareholders in
connection with the Company’s solicitation of proxies for the vote
by the Company’s shareholders with respect to the Business
Combination and other matters described in the Registration
Statement, as well as the prospectus relating to the offer and sale
of the securities of the Company to be issued in the Business
Combination. The Registration Statement was declared effective by
the SEC on August 11, 2021 and the definitive proxy
statement/prospectus and other relevant documents have been mailed
to the Company’s shareholders as of the Record Date. The
Company’s shareholders and other interested persons are advised to
read the definitive proxy statement/prospectus included in the
Registration Statement, as these materials contain important
information about the parties to the Business Combination.
Shareholders may also obtain copies of the proxy
statement/prospectus and other documents filed with the SEC,
without charge, at the SEC’s web site at www.sec.gov, or by
directing a request to: Soaring Eagle Acquisition Corp., 955 Fifth
Avenue, New York, New York, Attention: Eli Baker, President and
Chief Financial Officer, (310) 209-7280.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s shareholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in the Company is contained in the
definitive proxy statement/prospectus included in the Registration
Statement, and is available free of charge from the sources
indicated above.
Ginkgo and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of the Company in connection with the Business
Combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities and
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions 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.
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