May 6, 2016 - Aemetis, Inc., an advanced fuels and renewable chemicals company, and Edeniq, a leading cellulosic ethanol technology company, announced they have entered into a definitive agreement under which Aemetis will acquire all of Edeniq's outstanding shares in a stock plus cash merger transaction.
Edeniq has developed patented innovations that unlock cellulosic and starch sugars through a combination of mechanical and biological processes. Edeniq’s capital light and operationally efficient solutions can be easily integrated into existing corn ethanol plants. Edeniq, a private company founded in 2008, has raised approximately $100 million from some of the world’s leading venture capital firms, including Kleiner Perkins Caulfield & Byers, Draper Fisher Jurvetson, Angeleno Group, The Westly Group, I2BF Global Ventures, and other leading investors, as well as US Department of Energy (DOE) grant funding.
Edeniq’s patented technology is commercially proven, with 29 of the company’s Cellunators installed in six U.S. ethanol plants. Edeniq has also signed several license agreements for its Pathway technology, which integrates the mechanical Cellunator equipment with cellulase enzymes to convert corn kernel fiber to cellulosic ethanol.
“The acquisition of Edeniq will further Aemetis’ plan to lead the deployment of technology to transition traditional biofuels plants into the production of valuable advanced biofuels, upgrading the existing infrastructure found at the 210 ethanol production facilities operating throughout the United States,” said Eric McAfee, chairman and CEO of Aemetis. “Edeniq has commercially deployed its patented cellulosic ethanol technology at a number of leading US ethanol companies, and coupled with Aemetis’ extensive biorefinery operating expertise, we expect to enhance this technology to expand cellulosic feedstocks and to increase yields. We believe Edeniq’s technology offers compelling advantages to existing ethanol operators to increase profitability without purchasing additional feedstock.”
In 2015, Edeniq generated approximately $20 million in revenue and $6 million in positive EBITDA. Headquartered in Visalia, Calif., Edeniq has 30 employees working at advanced research and development facilities, as well as pilot plants funded through grants from the DOE and the California Energy Commission.
Under the terms of the agreement, Aemetis expects to issue between one and two million shares of its common stock (depending on whether Edeniq stockholders elect to receive part of their consideration in cash or stock) plus cash to be paid over the next five years in an amount of up to $20 million (up to $18 million if Edeniq stockholders elect all stock consideration) in exchange for all of the issued and outstanding shares of Edeniq.
“We believe that joining with Aemetis will enable Edeniq to accelerate the deployment of the Pathway technology to the ethanol industry,” said Brian Thome, president and CEO of Edeniq. “The Edeniq team is also excited to be able to work day-to-day alongside the Aemetis team to enhance our technology through optimization and innovation at the Aemetis ethanol plant.”
Upon completion of the transaction, Edeniq will operate as a wholly-owned subsidiary of Aemetis. The closing of the transaction is expected to occur during the second quarter, and is subject to customary closing conditions and approvals, including the approval of Edeniq’s shareholders and the closing of financing by Aemetis to refinance certain liabilities of Edeniq that exist prior to closing. Further details of the transaction will be discussed during the Aemetis first quarter of 2016 earnings conference call scheduled for Thursday, May 12, 2016 at 10:00 a.m. PST.
About Aemetis, Inc.
Headquartered in Cupertino, California, Aemetis is an advanced fuels and renewable chemicals company founded in 2006. Aemetis owns and operates a 60 million gallon per year ethanol and 420,000 ton animal feed plant in California. Aemetis also owns and operates a 50 million gallon capacity renewable chemicals and advanced fuels production facility on the East Coast of India producing high quality, distilled biodiesel and refined glycerin for customers in Europe and Asia. Aemetis operates a research and development laboratory at the Maryland Biotech Center, and holds nine granted patents on its Z-microbe and related technology for the production of renewable fuels and biochemicals. For additional information about Aemetis, please visit www.aemetis.com.
About Edeniq, Inc.
Edeniq has developed leading processes for producing low-cost cellulosic sugars and cellulosic ethanol. Edeniq’s capital light and operationally efficient solutions can be easily integrated into existing biorefineries that produce ethanol, other biofuels, biochemicals, and/or bio-based products. Edeniq currently sells or licenses its technologies to biorefineries in the United States. Edeniq was founded in 2008 and is headquartered in Visalia, California, with a field office in Omaha, Nebraska. More information can be found at www.edeniq.com.
Safe harbor statement
This news release contains forward-looking statements, including statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this news release include, without limitation, statements regarding our business plans, growth opportunities, our ability to grow and expand our business in North America, and achievement of our revenue and profitability goals. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, completion of the terms of the agreement, financial market risks, counter-party risks, risks associated with changes to government policy or regulation, and other risks detailed in our reports filed or to be filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015 and in our subsequent filings with the SEC. We are not obligated, and do not intend, to update any of these forward-looking statements at any time unless an update is required by applicable securities laws.