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Diversa and Celunol Complete Merger to Create Verenium Corporation, a Leader in the Emerging Biofuels Industry
Focus on Cellulosic Biofuel Development and Commercialization of
Diversified Industrial Enzyme Portfolio
Company to Trade on NASDAQ Global Market under the Symbol 'VRNM'
CAMBRIDGE, Mass. and SAN DIEGO, June 20 /PRNewswire-FirstCall/ --
Diversa Corporation (Nasdaq: DVSA) and Celunol Corp. announced today that
they have completed their previously-announced merger transaction to create
a new leader in the global biofuels industry. The combined company, which
has been renamed Verenium Corporation, possesses a growing portfolio of
specialty enzyme products and unique technical and operational capabilities
designed to enable the production of low-cost, biomass-derived sugars for a
multitude of major industrial applications. The most significant near-term
commercial opportunity for Verenium will be the large-scale commercial
production of cellulosic ethanol derived from multiple biomass feedstocks.
In connection with the corporate name change, the Company has also changed
its NASDAQ ticker symbol from "DVSA" to "VRNM" and will begin trading under
the new ticker symbol effective June 21, 2007.
Stockholders of both companies approved the merger and merger-related
proposals earlier today, and all regulatory approvals and closing
conditions have been satisfied.
"We are pleased that our respective shareholders have approved our
merger and believe their support reinforces our belief in the compelling
investment proposition afforded by this transaction," said Carlos A. Riva,
President and Chief Executive Officer of Verenium. "After several months of
diligent integration planning between the two companies, we are excited to
become a single organization and are confident that the transaction
represents a unique opportunity for our partners, employees, and
shareholders."
"Verenium is now positioned to be a vertically-integrated leader in the
rapidly-evolving worldwide biofuels industry through the unique combination
of assets, technologies, and personnel resulting from this merger. We
believe that commercial success in this industry requires broad R&D
capabilities and asset development expertise, which we have now brought
together within one, highly-focused company, Verenium Corporation."
Verenium begins operations with numerous unique attributes, including:
-- Fully-integrated, end-to-end capabilities in pre-treatment, novel
enzyme development, fermentation, engineering, and project development;
-- One of the only operational cellulosic ethanol pilot plants in the
United States;
-- A 1.4 million gallon-per-year demonstration-scale facility, currently
under construction, to produce cellulosic ethanol from sugarcane
bagasse and specially-bred energy cane;
-- A diverse and growing portfolio of commercialized industrial enzyme
products; and
-- Over 300 issued or in-licensed patents for its technologies and
processes, as well as over 450 pending patents.
Verenium will be structured and managed as three distinct, but
interdependent, organizational units: Specialty Enzymes Business Unit,
Biofuels Business Unit, and Research and Development. The Specialty Enzymes
Business Unit currently generates commercial revenue from multiple sources,
including industrial enzyme product sales, technology licenses, strategic
partnerships, and government grants. The Biofuels Business Unit will be
primary focused on the commercial-scale production and sale of cellulosic
ethanol from company-managed production facilities throughout the US, as
well as strategic partnerships and related revenue arrangements around the
world. The Research and Development organization's primary goal will be to
support both Verenium Business Units, as well as various existing strategic
collaborative partners. As of March 31, 2007, the Company had cash,
cash-equivalents, and short-term investments on hand of approximately
$125.5 million, which, together with approximately $20 million received in
early April from the exercise of an over-allotment option related to the
recent convertible notes offering, it believes to be sufficient to fund
operations through at least 2008.
Verenium's Board of Directors will initially consist of nine members,
six from Diversa and three from Celunol, including Mr. Riva. The
non-employee Board members are: Dr. James Cavanaugh, who will serve as
Chairman of the Board of Directors; Peter Johnson; Fernand Kaufmann, Ph.D.;
Mark Leschly; Melvin Simon, Ph.D.; Cheryl Wenzinger; Joshua Ruch; and
Michael Zak.
The Company's executive management team is being led by Carlos A. Riva,
President, Chief Executive Officer, and Director, and John A. McCarthy,
Jr., Executive Vice President and Chief Financial Officer.
Verenium will be headquartered in Cambridge, Massachusetts and have
research and operations facilities in San Diego, California; Jennings,
Louisiana; and Gainesville, Florida. Due to the complementary nature of the
two companies and the level of development activities being pursued, the
company anticipates increasing its staff in Cambridge and Jennings, as well
as building additional staff over time in San Diego to support the growth
of the enzyme business and research and development efforts of the Company.
In connection with the merger, Diversa will issue 15 million shares of
common stock in exchange for all outstanding equity securities of Celunol,
which includes shares issuable under Celunol options and warrants that will
be assumed by the Company. As a result of the merger, former Celunol
security holders will own approximately 24 percent of the Company, while
Diversa shareholders will own approximately 76 percent. Immediately
following the merger, the Company will have approximately 63 million shares
outstanding.
About Verenium
Cambridge-based Verenium Corporation is a leader in the development and
commercialization of cellulosic ethanol, an environmentally-friendly and
renewable transportation fuel, as well as high-performance specialty
enzymes for applications within the biofuels, industrial, and health and
nutrition markets. The Company possesses integrated, end-to-end
capabilities in pre- treatment, novel enzyme development, fermentation,
engineering, and project development and is moving rapidly to commercialize
its proprietary technology for the production of ethanol from a wide array
of feedstocks, including sugarcane bagasse, dedicated energy crops,
agricultural waste, and wood products. In addition to the vast potential
for biofuels, a multitude of large-scale industrial opportunities exist for
the Company for products derived from the production of low-cost,
biomass-derived sugars.
Verenium's Specialty Enzyme business harnesses the power of enzymes to
create a broad range of specialty products to meet high-value commercial
needs. Verenium's world class R&D organization is renowned for its
capabilities in the rapid screening, identification, and expression of
enzymes-proteins that act as the catalysts of biochemical reactions.
Verenium recently completed a significant upgrade of one of the
nation's first operational cellulosic ethanol pilot facilities located in
Jennings, Louisiana and expects to achieve mechanical completion of a 1.4
million gallon-per-year, demonstration-scale facility to produce cellulosic
ethanol by the end of 2007. In addition, the Company's process technology
has been licensed by Tokyo-based Marubeni Corp. and Tsukishima Kikai Co.,
LTD and has been incorporated into BioEthanol Japan's 1.4 million
liter-per-year cellulosic ethanol plant in Osaka, Japan -- the world's
first commercial-scale plant to produce cellulosic ethanol from wood
construction waste. For more information on Verenium, visit
http://www.verenium.com.
Forward Looking Statements
Statements in this press release that are not strictly historical are
"forward-looking" and involve a high degree of risk and uncertainty. These
include statements related to the Company's competitive advantages and
position, technical, operations, production and personnel capabilities,
commercial opportunities, prospects for technical and commercial
development and success, plans for expanding its cellulosic ethanol
business, including by managing production facilities throughout the U.S.
and through strategic partnerships and other arrangements elsewhere, and
other growth, and the sufficiency of its cash equivalents to fund its
operations through 2008. Such statements are only predictions, and actual
events or results may differ materially from those projected in such
forward-looking statements. Factors that could cause or contribute to
differences include, but are not limited to, the risk that the Company may
not be able to successfully integrate its businesses or achieve synergies
in a timely manner or to the extent anticipated, the risk that the
marketplace for the Company's products and product candidates may change or
be impacted by competition, supply issues or marketplace trends, the risk
that technical, regulatory or manufacturing issues, new data or
intellectual property disputes may affect the Company's commercial and/or
development programs or that the Company may encounter other difficulties
in developing its products, product candidates, and/or processes or in
gaining approval or market acceptance of new products, processes, and/or
technologies and risks and other uncertainties more fully described in the
Company's (formerly Diversa's) filings with the Securities and Exchange
Commission, including, but not limited to, the Company's (formerly
Diversa's) quarterly report on Form 10-Q for the quarter ended March 31,
2007. These forward-looking statements speak only as of the date hereof.
The Company expressly disclaims any intent or obligation to update these
forward-looking statements.
SOURCE Diversa Corporation
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