Artius in $1.8 Billion Business Combination With Origin Materials

February 17, 2021

Cleary Gottlieb is representing Artius Acquisition Inc. (Artius), a special purpose acquisition corporation, in its business combination with Origin Materials (Origin) that will result in Origin’s becoming a public company.

Upon closing of the transaction, the combined company will be named Origin Materials and remain listed on the Nasdaq under the new ticker symbol “ORGN.” The transaction was announced on February 17, 2021.

The transaction reflects an implied equity value of the combined company of approximately $1.8 billion, based on current assumptions. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the company, comprised of Artius’ $725 million of cash held in trust, assuming no stockholder redemptions, and a $200 million fully committed PIPE at $10 per share anchored by existing and new investors, including investments from Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical, and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund, and affiliates of Apollo.

Origin is headquartered in West Sacramento, California, and is the world’s leading carbon negative materials company. Over the past 10 years, Origin has developed a platform for turning the carbon found in nonfood biomass into useful materials, while capturing carbon in the process. Origin’s first plant is expected to be operational in 2022 with a second, full-scale commercial plant expected to be operational by 2025 and plans for additional expansion over the next decade.

Artius is a company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Artius was co-founded by Charles Drucker, the former CEO of WorldPay Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the founder and managing partner of Artius Capital Partners LLC.

For more information, please see the press release here.