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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, 2007
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.
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