Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Artius Acquisition Inc.
Subject Company: Artius Acquisition Inc.
Filers Commission File Number: 1-39378
Date: June 15, 2021
This document contains screenshots of social media posts regarding the following:
Press release: Apollo Funds to Invest in Artius Acquisition to Support Origin Materials Mission to Accelerate the Worlds Transition to Net Zero Carbon
Apollo Funds to Invest in Artius Acquisition to Support Origin Materials Mission to
Accelerate the Worlds Transition to Net Zero Carbon
Certain funds managed by affiliates of Apollo Global Management to invest up to $30 million in Artius
Acquisition in support of its previously announced merger with Origin Materials
NEW YORK, NY (June 15, 2021) Artius Acquisition Inc. (Artius) (NASDAQ: AACQ, AACQU, AACQW) today announced that certain funds (the Apollo Funds) managed by affiliates of Apollo Global Management, Inc. (Apollo) (NYSE: APO) have agreed to invest up to $30 million in Artius in support of its previously announced business combination with Origin Materials (Origin Materials).
Origin Materials has developed a breakthrough, game changing technology that is poised to disrupt the materials supply chain and help companies globally achieve their net zero goals, said Boon Sim, Chief Executive Officer of Artius Acquisition. Origins carbon negative materials platform is supported by their customers and now the focus is on scaling their technology to meeting growing global demand across a range of end product markets. This capital from the Apollo Funds combined with the pending completion of our merger with Origin is expected to provide the funding necessary to rapidly increase the supply of carbon negative materials and accelerate the global transition to net zero.
We view the investment by Apollo as a major vote of confidence in Origins business model and growth plans. We are thrilled for Apollo to be joining us on our journey to bring the world to net zero as fast as possible and look forward to their support as shareholders, said Rich Riley, Co-CEO of Origin Materials.
The Apollo Funds have agreed to invest up to $30 million in Artius by agreeing to purchase up to 3 million common shares at $10 per share at closing to support the global scale-up of Origin Materials carbon negative technology platform and to accelerate the impact of the decarbonization globally. Under a back-stop agreement with Artius, Apollo has agreed to purchase up to 3 million common shares of Artius at closing of the transaction in a private placement, with the amount of the total investment to be determined by Artius based on, among other things, the number of Artius share redemptions.
Theres growing global demand from companies for more sustainable materials, and we are pleased for our funds to support the business combination between Origin Materials and Artius to help the company meet this demand and move toward a decarbonized world, said Rob Givone, Credit Partner at Apollo.
Origin Materials patented technology platform, which turns inexpensive, plentiful and sustainable wood residues into carbon-negative materials, can help revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting, toys, and more with a ~$1 trillion addressable market. In addition, Origin Materials technology platform is expected to provide stable pricing largely decoupled from the petroleum supply chain, which is exposed to more volatility than supply chains based on sustainable wood residues.
About Origin Materials
Headquartered in West Sacramento, Origin Materials is the worlds leading carbon negative materials company. Origin Materials mission is to enable the worlds transition to sustainable materials. Over the
past 10 years, Origin Materials has developed a platform for turning the carbon found in non-food biomass into useful materials, while capturing carbon in the process. Origin Materials patented drop-in core technology, economics and carbon impact are supported by a growing list of major global customers and investors. Origin Materials first commercial plant is expected to be operational in 2022 with a second commercial plant expected to be operational by 2025 and plans for additional expansion over the next decade.
On February 17, 2021, Origin Materials and Artius announced a definitive agreement for a business combination that is expected to result in Origin Materials becoming a public company. Upon closing of the transaction, expected in the second quarter of 2021, the combined company will be named Origin Materials, Inc. and remain listed on the Nasdaq under the new ticker symbol ORGN. The transaction, together with anticipated financing and grants, is expected to fully fund Origin Materials until EBITDA positive, and allow Origin Materials to scale and commence commercial production to begin to meet signed customer offtake and capacity reservations of $1.9 billion across a diverse range of industries.
For more information, visit www.originmaterials.com.
About Artius Acquisition Inc.
Artius is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Artius was co-founded by Charles Drucker, the former CEO of WorldPay, Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC.
For more information, visit https://www.artiuscapital.com/acquisition.
About Apollo Global Management
Apollo is a high-growth, global alternative asset manager. We seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid and opportunistic. Through our investment activity across our fully integrated platform, we serve the retirement income and financial return needs of our clients, and we offer innovative capital solutions to businesses. Our patient, creative, knowledgeable approach to investing aligns our clients, businesses we invest in, our employees and the communities we impact, to expand opportunity and achieve positive outcomes. As of March 31, 2021, Apollo had approximately $461 billion of assets under management. To learn more, please visit www.apollo.com.
Important Information for Investors and Shareholders
In connection with the proposed business combination transaction, Artius filed an amended registration statement on Form S-4 (the Registration Statement) with the SEC on May 3, 2021, which includes a proxy statement distributed to holders of Artius ordinary shares in connection with Artius solicitation of proxies for the vote by Artius shareholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to Artius shareholders and Origin Materials stockholders in connection with the proposed transaction. The Registration Statement was declared effective on May 27, 2021, and the definitive proxy statement/prospectus and other proxy materials were mailed on or about June 1, 2021 to Artius shareholders of record as of May 19, 2021. Investors and security holders and other interested parties are urged to read the definitive proxy statement/prospectus, any amendments
thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Artius, Origin Materials and the proposed transaction. The documents relating to the proposed transaction can be obtained free of charge from the SECs website at www.sec.gov. Free copies of these documents may also be obtained from Artius by directing a request to: Artius Management LLC, 3 Columbus Circle, Suite 2215, New York, New York 10019.
Cautionary Note on Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed transaction between Origin Materials and Artius. Forward-looking statements generally are accompanied by words such as believe, may, will, estimate, continue, anticipate, intend, expect, should, would, plan, predict, potential, seem, seek, future, outlook, and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin Materials business strategy, estimated total addressable market, commercial and operating plans, product development plans and projected financial information. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Origin Materials and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin Materials and Artius. These forward-looking statements are subject to a number of risks and uncertainties, including that Origin Materials may be unable to successfully commercialize its products; the effects of competition on Origin Materials business; the uncertainty of the projected financial information with respect to Origin Materials; disruptions and other impacts to Origin Materials business as a result of the COVID-19 pandemic and other global health or economic crises; changes in customer demand; Origin Materials and Artius may be unable to successfully or timely consummate the proposed business combination, including the risk that any regulatory approvals may not obtained, may be delayed or may be subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination, or that the approval of the shareholders of Artius or stockholders of Origin Materials may not be obtained; failure to realize the anticipated benefits of the business combination; the amount of redemption requests made by Artius shareholders, and those factors discussed in the Registration Statement under the heading Risk Factors, and other documents Artius has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Artius and Origin Materials presently do not know, or that Artius and Origin Materials currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Artius and Origin Materials expectations, plans, or forecasts of future events and views as of the date of this press release. Artius and Origin Materials anticipate that subsequent events and developments will cause its assessments to change. However, while Artius and Origin Materials may elect to update these forward-looking statements at some point in the future, Artius and Origin Materials specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Artius and Origin Materials assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Participants in the Solicitation
Artius, Origin Materials and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from Artius shareholders in connection with the proposed business combination. Information about Artius directors and executive officers and their ownership of Artius securities is set forth in the Registration Statement described above. Additional information regarding the interests of those persons who may be deemed participants in the solicitation of proxies in connection with the proposed transaction is set forth in the definitive proxy statement/prospectus.
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Artius, the combined company or Origin Materials, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Apollo Global Management