Verenium Corporation (VRNM)

Verenium Completes $37 Million Sale of Certain Assets to DSM Call

March 26, 2012 04:30 pm ET


Jeff Black - SVP & CFO

Jamie Levine - President & CEO


Laurence Alexander - Jefferies



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Good day ladies and gentlemen and welcome to the Verenium closes strategic transaction conference call. At this time all participants are in a listen only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions). I will now like to turn the call over to Jeff Black, Chief financial Officer. You may begin.

Jeff Black

Good afternoon and thank you for joining our call to discuss the transaction we announced this morning with DSM. I'm Jeff Black, Chief Financial Officer of Verenium and with me today are Jamie Levine, our President and CEO; and Janet Roemer, our Chief Operating Officer will be joining us for Q&A.

Before we begin, I would like to advise you that this discussion will include certain statements that are not historical facts and are forward-looking statements that involve a high degree of risk and uncertainty. The statements relate to matters such as our strategy, future operating plans, markets for our products, partnering, collaboration activities, public policy, financing, future financial performance and technical and business outlook. The company's actual results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to those discussed in our filings with the SEC, including but not limited to our report on Form 10-K for the year ended December 31, 2011.

These forward-looking statements speak only as of the date hereof. I will now turn the call over to Jamie.

Jamie Levine

Thanks Jeff and good afternoon everyone. Thanks for joining us on the call. This morning we issued a press release announcing that we had completed the sale of certain assets to DSM and I would like to begin by sharing a few takeaway points on this transaction.

First, we have always claimed to have uniquely high-performing products and this deal demonstrates the value behind that claim. Second, our ongoing business in each of the animal feed, grain processing and oilfield service industries is based on other uniquely high performing products. This transaction provides the resources to focus on developing all of those businesses and others. Third, we often focus our commentary on our products, but the reality is that our use of fast biodiversity libraries and the proprietary tools we use to create products from them are the real stars of the show.

To date we have created nine commercial products from these libraries without ever having a product fail the regulatory process. Simply put, our future is not based on the risky development of new technology, but rather using our fully develop capabilities to produce more and more new products from our current and new end markets. Finally this transaction provides the resources necessary to unlock substantial value for shareholders. From these three sources, our commercial products, our late stage pipeline and our product development capabilities.

Let me now walk you through the terms of the transaction and what they mean for our business going forward. DSM is acquiring certain commercial and pipeline products and assuming the costs associated with those assets for a total consideration of $37 million. There are three primary components of the assets we sold to DSM. First; DSM will purchase our oilseed processing products and pipeline candidates and assume our partnership contracts with Bunge, Alfa Laval, and Desmet Ballestra.

To be clear we have always believed that this oilseed processing business was an important demonstration that Verenium is one of the top enzyme development companies in the world. However the reality is that the global infrastructure in China and Latin America required to fully realize the potential of this business is something a global player like DSM can more readily provide. At times we have addressed these limitations through partnerships such as our highly successful relationship with DuPont which enables the worldwide sale of our lead product, Phyzyme phytase.

But in this instance, we have decided to sell rather than partner given the compelling nature of the transaction terms. The second element of the transaction is our alpha-amylase and xylanase products, for use mainly in the food and beverage area. Verenium retains the right to these products in markets outside of food and beverage and may also introduce new enzyme products into the food and beverage market going forward.

And third we will use proprietary techniques to create new biodiversity libraries that can be accessed by both DSM and Verenium for the purpose of identifying new product opportunities. This transaction does not affect Verenium’s existing biodiversity libraries for our own purposes with partners. We believe these libraries are the most comprehensive and robust in the world.

I will now turn the call over to Jeff to provide more details around the financial impact of the transaction.

Jeff Black

Thank you Jamie. This transaction with DSM gives Verenium a stable capital structure that will enable us to not only retire our remaining debt, but also to take advantage of the opportunities to grow revenues with a continued focus on profitability. We are especially pleased that we raised this necessary capital without issuing shares, maximizing value for our current shareholders. As a reminder as of the end of 2011, we held $28.8 million in unrestricted cash and $8.2 million in restricted cash. As a result of this sale to DSM and after deducting transaction and related fees and assuming we retire our debt for cash, we expect our unrestricted cash balance immediately following our debt retirement to be in the $20 million-$22 million range, in addition to $5.7 million in restricted cash.

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