Cronos Group, Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos Group"), an
innovative global cannabinoid company, and Ginkgo Bioworks
(“Ginkgo”), which is building the leading horizontal platform for
cell programming, today announced the achievement of the first
target productivity milestone in their partnership to produce eight
cultured cannabinoids. Ginkgo, which recently announced a business
combination with Soaring Eagle Acquisition Corp. (NASDAQ: SRNG),
serves customers across industries seeking to develop new and
better products using biology. Using Ginkgo’s platform for organism
design and development, Cronos Group has successfully achieved the
productivity target for cannabigerolic acid (CBGA), which will
support the Cronos Group’s planned CBG product launch this fall.
Launched in 2018 with the goal of accessing rare molecules in
the cannabis plant in order to create innovative and differentiated
products that would otherwise be cost-prohibitive, the partnership
between Cronos Group and Ginkgo aims to develop eight molecules.
The program convenes Cronos Group’s deep understanding of the
biological structure and function of cannabinoids with Ginkgo’s
unparalleled experience designing microorganisms for the production
of cultured products across pharmaceuticals, agriculture and
more.
“As leading companies in our respective industries, Cronos Group
and Ginkgo are uniquely positioned to elevate the cannabis industry
through cannabinoid and product innovation to unlock the next
generation of its potential,” said Kurt Schmidt, President and CEO
of Cronos Group. “Ginkgo’s platform enables companies across a
multitude of industries to reach their customers with better
products. We are proud to use our combined capabilities to make the
benefits of cannabinoids more accessible to consumers.”
“Cell programming can enable access to rare and important
molecules found in nature, such as cannabinoids, and we’re proud to
be able to help many different companies across industries develop
strategies for using biology to innovate new products,” said Jason
Kelly, CEO and Co-Founder of Ginkgo Bioworks. “We’re thrilled to
see the progress our partnership with Cronos Group has made in the
three years we have been working together and consider it a
demonstration of how much can be accomplished when a leading-edge
company applies our platform.”
As a result of the achievement of the final productivity target
for CBGA, Cronos Group will issue to Ginkgo approximately 1.5
million common shares.
About Cronos Group Inc.Cronos Group is an
innovative global cannabinoid company with international production
and distribution across five continents. Cronos Group is committed
to building disruptive intellectual property by advancing cannabis
research, technology and product development. With a passion to
responsibly elevate the consumer experience, Cronos Group is
building an iconic brand portfolio. Cronos Group’s portfolio
includes PEACE NATURALS™, a global health and wellness platform,
two adult-use brands, COVE™ and Spinach™, and three hemp-derived
CBD brands, Lord Jones™, Happy Dance™ and PEACE+™. For more
information about Cronos Group and its brands, please visit:
www.thecronosgroup.com.
MEDIA
CONTACT:media.relations@thecronosgroup.com
INVESTOR
CONTACT:investor.relations@thecronosgroup.com
About Ginkgo BioworksGinkgo is building a
platform to enable customers to program cells as easily as we can
program computers. The company's platform is enabling biotechnology
applications across diverse markets, from food and agriculture to
industrial chemicals to pharmaceuticals. Ginkgo has also actively
supported a number of COVID-19 response efforts, including K-12
pooled testing, vaccine manufacturing optimization and therapeutics
discovery. In May 2021, Ginkgo announced a business combination
with Soaring Eagle Acquisition Corp. (Nasdaq: SRNG), which, if
completed, will result in Ginkgo, through a parent entity, Ginkgo
Bioworks Holdings, Inc., becoming a public company. The transaction
is expected to close in the third quarter of 2021, subject to
regulatory and shareholder approvals, and other customary closing
conditions. For more information, visit www.ginkgobioworks.com.
MEDIA
CONTACT:press@ginkgobioworks.com
INVESTOR
CONTACT:investors@ginkgobioworks.com
Forward-Looking Statements of Cronos Group
This press release may contain information that may constitute
“forward-looking information” and “forward-looking statements”
within the meaning of applicable Canadian and U.S. securities laws
(collectively, “Forward-Looking Statements”), which are based upon
our current internal expectations, estimates, projections,
assumptions and beliefs. All information that is not clearly
historical in nature may constitute Forward-Looking Statements. In
some cases, Forward-Looking Statements can be identified by the use
of forward-looking terminology such as “expect”, “likely”, “may”,
“will”, “should”, “intend”, “anticipate”, “potential”, “proposed”,
“estimate” and other similar words, expressions and phrases,
including negative and grammatical variations thereof, or
statements that certain events or conditions “may” or “will”
happen, or by discussion of strategy. Forward-Looking Statements
include estimates, plans, expectations, opinions, forecasts,
projections, targets, guidance or other statements that are not
statements of historical fact. Forward-Looking Statements include,
but are not limited to, statements with respect to: Cronos Group's
expectations regarding the potential success of, and the costs and
benefits associated with, its partnership with Ginkgo; expectations
about the development of the cannabis industry and potential demand
for cultured cannabinoids; Cronos Group’s commercialization and
planned CBG product launch this fall; the partnership’s aim to
develop eight cultured cannabinoids, of which CBGA would be the
first to be commercialized this year; Cronos Group and Ginkgo’s
positioning to elevate the cannabis industry through cannabinoid
and product innovation to unlock the next generation of its
potential; the use of Cronos Group and Ginkgo’s combined
capabilities to make the benefits of cannabinoids more accessible
to consumers; and Cronos Group’s intention to build an
international iconic brand portfolio and develop disruptive
intellectual property. Forward-looking Statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to
significant business, economic and competitive risks, financial
results, results, performance or achievements expressed or implied
by those Forward-looking Statements and the Forward-looking
Statements are not guarantees of future performance. A discussion
of some of the material risks applicable to Cronos Group can be
found in Cronos Group’s Annual Report on Form 10-K for the year
ended December 31, 2020, Cronos Group’s Quarterly Report on Form
10-Q for the period ended March 31, 2021 and Cronos Group’s
Quarterly Report on Form 10-Q for the period ended June 30, 2021,
each of which have been filed on SEDAR and EDGAR and can be
accessed at www.sedar.com and www.sec.gov/edgar, respectively. Any
Forward-looking Statement included in this press release is made as
of the date of this press release and, except as required by law,
Cronos Group disclaims any obligation to update or revise any
Forward-looking Statement. Readers are cautioned not to put undue
reliance on any Forward-looking Statement.
ADDITIONAL LEGAL INFORMATION
Forward-Looking Statements Legend of Ginkgo and
SRNG
This press release also contains certain forward-looking
statements within the meaning of the U.S. federal securities laws
with respect to the proposed Transaction between Ginkgo and Soaring
Eagle Acquisition Corp. ("SRNG"), including statements regarding
the benefits of the Transaction, the anticipated timing of the
Transaction, the services offered by Ginkgo and the markets in
which it operates, and Ginkgo's projected future results. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," “potential,” "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 press release, 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 SRNG's securities, (ii) the risk that the Transaction may not be
completed by SRNG's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by SRNG, (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 SRNG and
Ginkgo, the satisfaction of the minimum trust account amount
following redemptions by SRNG'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 SRNG related to
the agreement and plan of merger or the proposed Transaction, (ix)
the ability to maintain the listing of SRNG's securities on Nasdaq,
(x) volatility in the price of SRNG'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 SRNG's
proxy statement/prospectus relating to the Transaction, and in
SRNG's other filings with the Securities and Exchange Commission
(the "SEC"). SRNG and Ginkgo caution that the foregoing list of
factors is not exclusive. SRNG and Ginkgo caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither SRNG 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.
Additional Information Relating to Ginkgo and SRNG and
Where to Find It
This press release describes a proposed Transaction between
Ginkgo and SRNG. This document does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, SRNG filed a Proxy Statement on August 13,
2021 (the "Proxy Statement"). The Proxy Statement has been sent to
all SRNG shareholders of record as of the close of business on
August 10, 2021 (the "Record Date"). SRNG also will file other
documents regarding the proposed Transaction with the SEC. Before
making any voting decision, investors and security holders of SRNG
and Ginkgo are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
Transaction as they become available because they will contain
important information about the proposed Transaction.
Investors and security holders may obtain free copies of SRNG’s
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by SRNG through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed by SRNG may be obtained free of charge by written request to
SRNG at 955 Fifth Avenue, New York, NY, 10075, Attention: Eli
Baker, Chief Financial Officer, (310) 209-7280.
Participants in Solicitation
SRNG's and Ginkgo and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from SRNG's stockholders in connection with the proposed
Transaction. Information about SRNG's directors and executive
officers and their ownership of SRNG's securities is set forth in
SRNG's filings with the SEC. To the extent that holdings of SRNG's
securities have changed since the amounts printed in SRNG's proxy
statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
Transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed Transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
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