(NASDAQ: AMRS), a leading renewable chemicals and fuels company, today announced that it has completed a $58.7 million private placement of its common stock and entered into a definitive agreement to privately place $25 million in aggregate principal amount of 3% senior unsecured notes due 2017. The placement of notes is subject to customary closing conditions and expected to be completed by February 28, 2012.
The private placement of its common stock included existing Amyris investors Temasek Holdings, Total Gas & Power USA, SAS, and Naxyris SA (an affiliate of NAXOS Capital Partners), as well as new investors Biolding Investment SA (a company owned by HH Sheikh Abdullah bin Khalifa Al-Thani of Qatar), an entity affiliated with director John Doerr (of Kleiner Perkins Caufield & Byers, a current stockholder), and an entity affiliated with director Fernando Reinach. The purchase and sale price for the shares was $5.78 per share, based on the consolidated closing bid price for Amyris common stock on NASDAQ of $5.77 on February 22, 2012, the day that the Company and the investors entered into the purchase agreement for the transaction, plus $0.01.
The common stock transaction included a commitment on the part of Biolding to invest an additional $15 million in common stock upon satisfaction by Amyris of criteria associated with the commissioning of Amyris’s Paraíso Bioenergia SA production plant in Brazil by March 31, 2013. The addition of this conditional $15 million in funding would bring the total amount raised in connection with these equity and note transactions to $98.7 million. Among the various terms that will be detailed in the Company’s regulatory filing for this transaction, Amyris has granted each of Biolding, Naxyris and Temasek Holdings the right to designate a director to serve on Amyris’s board.
The notes, which are to be acquired by various funds associated with an institutional investor for a purchase price of $25 million, have a conversion price of $7.0682 per share, which represents an 18% premium over the consolidated closing bid price of Amyris common stock on NASDAQ on February 24, 2012, the day the parties entered into the purchase agreement for the unsecured notes.