Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, Zymergen Inc. ("Zymergen" or the "Company") entered
into an Agreement and Plan of Merger, dated July 24, 2022, by and among Ginkgo
Bioworks Holdings, Inc., a Delaware corporation ("Parent"), Pepper Merger
Subsidiary Inc., a Delaware corporation and indirect wholly owned subsidiary of
Parent ("Merger Sub") and Zymergen (the "Merger Agreement"), pursuant to which,
upon the satisfaction or waiver of the conditions to closing set forth therein,
Merger Sub will merge with and into the Company, with the Company surviving as
an indirect wholly owned subsidiary of Ginkgo (the "Merger"). On October 17,
2022, Zymergen held a special meeting of stockholders (the "Special Meeting") to
consider certain proposals relating to the Merger Agreement. Such proposals are
described in more detail in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on September 14, 2022.
As of the close of business on August 31, 2022, the record date for the Special
Meeting, there were 104,355,336 shares of common stock, par value $0.001 per
share, of Zymergen (the "Company Common Stock") outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. At the Special
Meeting, a total of 63,511,535 shares of Company Common Stock, representing
approximately 60.86% of the outstanding shares of Company Common Stock entitled
to vote, were present in person or represented by proxy, constituting a quorum
to conduct business.
Set forth below are the proposals, and the action taken by the Company's
stockholders with respect to each proposal at the Special Meeting.
Proposal No. 1: Approval of the Merger Proposal
The Company's stockholders approved the proposal to adopt the Merger Agreement.
Approval of the Merger Agreement required the affirmative vote of a majority of
the shares of Company Common Stock that were outstanding and entitled to vote as
of the record date. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions
63,444,153 54,865 12,517
Proposal No. 2: Approval of the Adjournment Proposal
The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary, to solicit additional proxies if there were insufficient
votes to adopt the Merger Agreement at the time of the Special Meeting, was
approved, but the adjournment of the Special Meeting was not necessary as the
Company's stockholders approved the adoption of the Merger Agreement.
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Votes For Votes Against Abstentions
62,409,625 329,630 772,280
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving the Company, Parent, and Merger Sub. Parent has filed with the SEC a
registration statement on Form S-4 that included a proxy statement of the
Company and that also constituted a prospectus of Parent. The Company has filed
with the SEC a definitive proxy statement and other relevant documents in
connection with the proposed Merger. The Company and Parent may also file other
relevant documents with the SEC regarding the Merger. This document is not a
substitute for the proxy statement/prospectus or registration statement or any
other document that the Company or Parent has filed with the SEC. The definitive
proxy statement has been sent or given to the stockholders of the Company and
contains important information about the proposed transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors
and security holders are able to obtain free copies of the registration
statement and proxy statement/prospectus and other documents containing
important information about the Company, Parent and the Merger, once such
documents are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by the Company
are available free of charge on the Company's website at
https://investors.zymergen.com or by contacting the Company's Investor Relations
department by email at investors@zymergen.com. Copies of the documents filed
with the SEC by Parent are available free of charge on Parent's website at
https://investors.ginkgobioworks.com or by contacting Parent's Investor
Relations department by email at investors@ginkgobioworks.com.
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No Offer Or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "explore,"
"evaluate," "intend," "may," "might," "plan," "potential," "predict," "project,"
"seek," "should," or "will," or the negative thereof or other variations thereon
or comparable terminology. These forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of which are beyond
the Company's and Parent's control. Statements in this communication regarding
the Company, Parent and the combined company that are forward-looking, including
projections as to the anticipated benefits of the Merger, the impact of the
Merger on the Company's and Parent's businesses and future financial and
operating results, the amount and timing of synergies from the Merger, and the
aggregate amount of indebtedness of the combined company following the closing
of the Merger are based on management's estimates, assumptions and projections,
and are subject to significant uncertainties and other factors, many of which
are beyond the Company's and Parent's control. These factors include, among
other things, general economic and business conditions; changes in global,
political, economic, business, competitive, market and regulatory forces;
judicial decisions; changes in tax laws, regulations, rates and policies; future
business acquisitions or disposals; litigation and the ability of the combined
company to protect its intellectual property rights; and the timing and
occurrence (or non-occurrence) of other events or circumstances that may be
beyond the Company's and Parent's control. Additional information concerning
these risks, uncertainties and assumptions can be found in the Company's and
Parent's respective filings with the SEC, including the risk factors discussed
in the Company's most recent Annual Report on Form 10-K, as updated by its
Quarterly Reports on Form 10-Q, in Parent's most recent Annual Report on Form
10-K, as updated by its Quarterly Reports on Form 10-Q and in each company's
future filings with the SEC. Important risk factors could cause actual future
results and other future events to differ materially from those currently
estimated by management, including, but not limited to, the risks that: a
condition to the closing the proposed acquisition may not be satisfied; Parent
is unable to achieve the synergies and value creation contemplated by the
proposed acquisition; Parent is unable to promptly and effectively integrate the
Company's businesses; management's time and attention is diverted on transaction
related issues; disruption from the transaction makes it more difficult to
maintain business, contractual and operational relationships; legal proceedings
are instituted against the Company, Parent or the combined company; the Company,
Parent or the combined company is unable to retain key personnel; and the
announcement or the consummation of the proposed acquisition has a negative
effect on the market price of the capital stock of the Company or Parent or on
the Company's or Parent's operating results. No assurances can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of the Company or Parent. Should
any risks and uncertainties develop into actual events, these developments could
have a material adverse effect on the Merger and/or the Company or Parent,
Parent's ability to successfully complete the Merger and/or realize the expected
benefits from the Merger. You are cautioned not to rely on the Company's and
Parent's forward-looking statements. These forward-looking statements are and
will be based upon management's then-current views and assumptions regarding
future events and operating performance, and are applicable only as of the dates
of such statements. Neither the Company nor Parent assumes any duty to update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, as of any future date.
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ZYMERGEN INC. 
