Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On February 21, 2023, Amyris, Inc. (the “Company”) and Givaudan SA (“Givaudan”) entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell, assign, or license certain of its cosmetic ingredients businesses to Givaudan, including an assignment of certain distribution agreements, a sale of certain trademarks, and a grant of an exclusive, worldwide, irrevocable license to distribute, market and sell Neossance® Squalane emollient, Neossance® Hemisqualane silicone alternative and CleanScreen™ sun protector in cosmetics actives for up to $350 million in near-term contributions from a combination of upfront cash consideration and a three-year performance-based earnout. In addition, the parties entered into a long-term partnership agreement for the manufacturing of cosmetic ingredients by the Company for Givaudan. The total value of near- and long-term contributions is estimated to be approximately $500 million. Closing of the transaction is subject to customary approvals from the relevant regulatory authorities.
Amendment to Share Purchase Agreement
On February 13, 2023, the Company entered into an amendment (“Amendment”) to the Share Purchase Agreement (“Share Purchase Agreement”) related to Aprinnova, LLC (“Aprinnova”), dated as of December 15, 2022, by and among the Company, Nikko Chemicals Co., Ltd. and Nippon Surfactant Industries, Co., Ltd. Pursuant to the Amendment, the parties agreed to extend the closing of the Share Purchase Agreement until March 17, 2023 (the “Closing Date”), upon which closing the Company will hold 99% of the outstanding membership interests in Aprinnova. The Company agreed to pay interest on the purchase consideration and certain amounts set forth in Section 2.1(b) and (c) of the Share Purchase Agreement for the period commencing on February 14, 2023 through the Closing Date.
Forward-Looking Statements
This report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the total value of the Givaudan transaction and the closing thereof. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties detailed from time to time in filings the Company makes with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.