Lygos and Flexible Solutions International Announce Registration Statement on Form S-4 Regarding Proposed Merger
BERKELEY, California and VICTORIA, British Columbia–(BUSINESS WIRE)–Lygos Inc.., a vertically integrated biotechnology supplier of sustainable specialty ingredients, and Flexible Solutions International Inc. (FSI) (NYSE American: FSI), a developer and manufacturer of biodegradable products, today announced that FSI has filed a statement of filed on Form S-4 with the United States Securities and Exchange Commission (SEC) on July 25, 2022 in connection with its proposed merger with Lygos.
On April 18, 2022, Lygos and FSI announced a definitive merger agreement in an all-stock transaction to form a leading sustainable specialty ingredients company for agricultural, industrial and consumer applications. The merger transaction follows a fully funded $160 million growth capital investment in Lygos. The agreement has been unanimously approved by the boards of directors of both companies and is subject to, among other things, Lygos and FSI shareholder approval and the satisfaction or waiver of other closing conditions. usual.
FSI is an environmental technology company involved in the research, development and manufacturing of supplies designed to increase crop yield, save energy and reduce environmental impact. Lygos’ proprietary fermentation technology platform, which uses the latest advances in bioengineering and data science to convert sustainable sugars into multi-functional organic acids, helps improve the performance of biodegradable, water-soluble cleaning and water treatment solutions from ISP. These bio-based ingredients are designed to make existing products more sustainable, while providing performance, supply chain and environmental benefits over traditional industrial chemicals.
The registration statement on Form S-4, which contains a preliminary proxy statement/prospectus, is available on the SEC’s website at www.sec.gov. These documents contain important information about Lygos, FSI and the proposed acquisition. The registration statement is not yet effective and the information contained therein and in the proxy statement/preliminary prospectus is subject to change.
Lygos has created a biological engineering platform focused on the sustainable production of organic acid bio-monomers. Lygos’ bio-based ingredients offer alternatives to traditional industrial suppliers, enabling customers to create better products that are safer for the environment.
About Flexible Solutions International
Flexible Solutions International Inc. (www.solutionsflexibles.com), or FSI, based in Taber, Alberta, is an environmental technology company. FSI provides biodegradable, water-soluble products using thermal polyaspartate (TPA) biopolymers. Beta TPA proteins are made from the common biological amino acid, L-aspartic acid, and can be used in applications such as scale inhibition, detergent formulation, water treatment and crop improvement. FSI is the developer and manufacturer of WaterSavrTM, a commercially viable water evaporation retarder. WaterSavrTM reduces evaporation from reservoirs, lakes, aqueducts, irrigation canals, ponds and slow-moving rivers. HeatsavrTM, a “liquid cover” evaporation retarder for the commercial pool and spa markets, reduces energy costs and can lead to reduced indoor pool humidity.
Additional information about the proposed merger and where to find it
The proposed business combination will be submitted to Lygos shareholders for consideration. Lygos has filed the registration statement, which includes both a preliminary prospectus relating to the combined company’s securities to be issued in connection with the business combination and a proxy statement to be distributed to Lygos shareholders in connection with the solicitation of proxies by Lygos for voting by its shareholders in connection with the business combination and other matters described in the registration statement. Lygos urges its investors, shareholders and other interested persons to read the preliminary proxy statement/prospectus and, if applicable, any amendments thereto and the definitive proxy statement/prospectus, as well as the other documents filed by Lygos with the SEC because these documents contain important information about Lygos, FSI and the business combination. Following the effective statement of the registration statement, Lygos will mail the definitive proxy statement/prospectus to its shareholders on a record date to be determined to vote on the proposed business combination. Shareholders will also be able to obtain a copy of the registration statement, including the preliminary proxy statement/prospectus and, when available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the business combination and other documents filed by Lygos with the SEC, free of charge, on the SEC’s website located at www.sec.gov
Participants in the solicitation
FSI and its directors and officers and Lygos and its directors and officers may be considered participants in the solicitation of proxies from FSI shareholders in connection with the proposed transaction. Information regarding the particular interests of such directors and officers in the proposed merger will be included in the proxy statement/joint prospectus referred to above. Additional information regarding FSI’s directors and officers is also included in FSI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These documents are available free of charge on the SEC’s website (www.sec.gov) and the CEO of FSI at the address given above.
This press release contains forward-looking statements based on the current expectations of FSI and Lygos. Forward-looking statements involve risks and uncertainties and include, but are not limited to, statements about the structure, timing and completion of the proposed merger; the listing of the combined company on the NYSE American following the closing of the proposed merger; expectations regarding the ownership structure of the combined company; the expected officers and directors of the combined company; the expected cash position of the combined company upon closing of the proposed merger; future operations and the success of the combined company; the nature, strategy and direction of the combined company; the success, cost and timing of the combined company’s product development activities, studies and clinical trials, the success of competing products that are or become available, the combined company’s ability to obtain approval and commercialize its product candidates; the management and board structure of the combined company; the location of the registered office of the combined company; anticipated expenses and related cash expenditures that FSI expects to incur; and other statements that are not historical facts. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to such risks and uncertainties, which include, but are not limited to: (i) the risk that the terms of the closing of the proposed merger are dissatisfied, including the failure to obtain timely stockholder and shareholder approval for the transaction, if any; (ii) uncertainties as to the timing of the completion of the proposed merger and the ability of FSI and Lygos to complete the proposed merger; (iii) risks relating to FSI’s ability to manage its operating expenses and expenses associated with the proposed merger pending closing; (iv) risks relating to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to effect the proposed merger; (v) the risk that due to adjustments to the exchange ratio, FSI shareholders and Lygos shareholders may own more or less of the combined company than currently expected; (vi) risks relating to the market price of FSI’s common stock relative to the exchange ratio; (vii) any unforeseen fees, charges or expenses resulting from the transaction; (viii) any adverse reactions or changes in business relationships resulting from the announcement or completion of the proposed merger; and (ix) risks associated with the possible failure to realize certain anticipated benefits of the proposed merger, including with respect to future financial and operating results. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to these risks and uncertainties. These and other risks and uncertainties are described in greater detail in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in the ISP’s Annual Report on Form 10-K for fiscal year ended December 31, 2021, which is on file with the SEC, and in other filings filed and filed by FSI with the SEC in connection with the proposed merger, including the proxy statement/prospectus /information statement described above under the heading “Additional Information”. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. FSI expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with respect thereto or any change in events, conditions or circumstances about which such statements are made. founded.
Lygos and the Lygos logo are trademarks of Lygos Inc. All other marks may be trademarks of their respective owners.