SuperBac Biotechnology Solutions to go public through a business combination with XPAC Acquisition
SuperBac Biotechnology Solutions S.A., a leading biotech company in Brazil, announced today that it has entered into a definitive business combination agreement with XPAC Acquisition Corp. Upon closing of the business combination, SUPERBAC PubCo Holdings Inc., a newly incorporated Cayman Islands exempted company (expected to be renamed SuperBac Corp. at closing) (“PubCo”) is expected to become publicly traded and listed on Nasdaq.
SuperBac is a leading player in the biotech revolution, disrupting traditional industries with more sustainable and efficient solutions, with a track-record of over 25 years of R&D and operations. SuperBac believes it is well positioned for further expansion as a national leader in crop nutrition and diversification to crop protection and other sectors such as oil & gas, sanitation, home care and animal nutrition.
The combined company is expected to have a pro forma implied equity value post-money of approximately US$500 million (assuming a US$10.00 per share price, assuming no redemptions and no equity or debt financings being entered in connection with the business combination). The business combination is subject to a minimum cash condition of US$150 million in transaction proceeds to the combined company, which can be satisfied by amounts in the XPAC trust account and the proceeds of any equity or debt financings
Upon completion of the business combination the existing shareholders of SuperBac are expected to own approximately 45% of the total share capital of PubCo (which includes approximately 19% to be held by Temasek), XPAC’s existing public shareholders are expected to own approximately 44% of the total share capital of PubCo, and the Sponsor is expected to own approximately 11% of the total share capital of PubCo, assuming no redemptions and no equity or debt financings being entered in connection with the business combination.
Shearman & Sterling LLP is acting as US counsel to XPAC, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados is acting as Brazilian counsel to XPAC and Maples and Calder (Cayman) LLP is acting as Cayman Islands counsel to XPAC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as US counsel to SuperBac, Ochman Advogados is acting as Brazilian counsel to SuperBac and Mourant Ozannes (Cayman) LLP is acting as Cayman Islands counsel to SuperBac.Read more