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'



Jun 20, 2007, 01:00 ET from Diversa Corporation

    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