DSM’s Acquisition of Brazilian production facility from Amyris

Latham & Watkins, Shearman & Sterling and Pinheiro Neto advised on the transaction

Royal DSM (AEX:DSM.AS), a global science-based company active in health, nutrition and materials and Amyris, Inc. (Nasdaq:AMRS), the industrial bioscience company, today announced that they have enhanced their strategic alliance through the sale of Amyris Brasil Ltda to DSM and the establishment of a long-term manufacturing partnership for Amyris’ high-volume products.

Total consideration for Amyris Brasil Ltda (which owns and operates the Brotas 1 production facility), intellectual property related to farnesene (a bio-based key intermediate for many applications) and an additional value share arrangement over a three-year period amounts to US$ 96 million. In addition to the consideration upfront there is potential for a future value share in line with Amyris’ business model.

DSM will continue existing supply-agreements to Amyris and other parties. DSM will also supply Amyris with specialty compounds until it realizes its Brotas 2 specialties production facility. Amyris is accelerating the construction of its second facility dedicated to specialty products while maintaining the manufacturing process development and business support capability located in Campinas, Brazil.

Subject to customary conditions, the transaction is expected to close in the next few months.

With the acquisition of the Brotas 1 facility, DSM adds a state-of-the-art biotechnology-based production site in Brazil to its global network, with abundant availability of sustainable raw materials (sugar cane), securing production capacity for its rich pipeline of sustainable and bio-based solutions. Having broad experience in operating large-scale fermentation plants, DSM will optimize the operational performance of the site.

The strategic alliance between DSM and Amyris started in May 2017 with an equity investment by DSM in Amyris, and has since been expanded with several significant product development collaborations.

The sale of the Brotas 1 facility, which was designed to produce high volumes of farnesene, together with the creation of a long-term production relationship for high-volume farnesene-based intermediates will enable Amyris to focus on its core strength of developing breakthrough bioscience technologies through a portfolio approach that continues to target key markets, as well as the production of specialty products.

Royal DSM is a global science-based company active in health, nutrition and materials. By connecting its unique competences in Life Sciences and Materials Sciences DSM is driving economic prosperity, environmental progress and social advances to create sustainable value for all stakeholders simultaneously. DSM delivers innovative solutions that nourish, protect and improve performance in global markets such as food and dietary supplements, personal care, feed, medical devices, automotive, paints, electrical and electronics, life protection, alternative energy and bio-based materials. DSM and its associated companies deliver annual net sales of about €10 billion with approximately 25,000 employees. The company is listed on Euronext Amsterdam.

Amyris is the integrated renewable products company that is enabling the world’s leading brands to achieve sustainable growth. Amyris applies its innovative bioscience solutions to convert plant sugars into hydrocarbon molecules and produce specialty ingredients and consumer products. The company is delivering its No Compromise® products across a number of markets, including specialty and performance chemicals, flavors and fragrances, cosmetics ingredients, pharmaceuticals, and nutraceuticals.

Latham & Watkins advised Royal DSM with Adel Aslani-Far (Picture), Jason Morelli and Alan Tamarelli.

Shearman & Sterling advised Amyris with Michael Dorf , Jordan Altman, Jessica Delbaum, Jeffrey Tate, Christopher Hines and Ben Petersen.

In Brazil, Pinheiro Neto advised Amyris with Guilherme Leite, Giancarlo Matarazzo, Renê Medrado, Franco Grotti, Marco Aurélio Barbosa, Fabio Silva, Filipe Coube and José Arnaldo de Paula.

Involved fees earner: Adel Aslani-Far – Latham & Watkins; Jason Morelli – Latham & Watkins; Alan Tamarelli Jr. – Latham & Watkins; Michael Dorf – Shearman & Sterling; Christopher Hines – Shearman & Sterling; Jordan Altman – Shearman & Sterling; Benjamin Petersen – Shearman & Sterling; Jessica Delbaum – Shearman & Sterling; Jeffrey Tate – Shearman & Sterling;

Law Firms: Latham & Watkins; Shearman & Sterling;

Clients: Royal DSM; Amyris, Inc.;

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Author: Ambrogio Visconti