Plant-based synthetic biology company Calyxt, Inc. and precision gene editing leader Cibus have entered into a definitive merger agreement in which the two companies will merge within an all-stock transaction. The merger will produce a new company that joins Calyxt and Cibus, establishing an enhanced facility focused on trait development and next-generation plant breeding, shared a release.
The combined company hopes to spearhead two crucial applications for agricultural gene editing: productivity traits and renewable low-carbon ingredients. The main focus of the Cibus’ Rapid Trait Development System (RTDS) — the company’s patented gene editing platform — is to develop a new class of productivity traits for seeds that address farming’s sustainability through increasing crop yields and lessening inputs including fungicides, herbicides, pesticides and fertilizers. Gene editing plays a major role in the creation of sustainable, low-carbon ingredients, which can then take the place of fossil fuel-based ingredients and diesel fuel.
Cibus boasts an extensive pipeline of productivity traits and joint ventures with various leading seed companies. The company is actively working to launch three productivity traits: one canola trait and two rice traits that will be commercialized within the first half of this year.
“Cibus is an excellent strategic fit for Calyxt given our complementary technology platforms, and the merger provides a great opportunity to leverage multiple synergies to drive innovation and shareholder value,” said Michael A. Carr, president and chief executive officer at Calyxt. “I am deeply proud of the significant accomplishments made by our team and their commitment to further science in significant ways.”
In alignment with the merger agreement terms, Calyxt will provide common stock shares in an exchange ratio to Cibus shareholders. Once the merger reaches completion, Calyxt shareholders will own 5% of the joint company, with adjustments permitted through the merger agreement. The merger is projected to close during the second quarter of 2023 and is subject to customary closing conditions.
“We believe 2023 will be a transformative year for Cibus due to many of our major accomplishments that are coming to fruition this year,” said Rory Riggs, co-founder, CEO and chairman of Cibus. “Through our Trait Machine, which is planned to come online in a stand-alone facility in 2023, we are preparing to transfer our first product: a pod shatter reduction trait in canola in the elite germplasms of five different canola seed companies. In addition, in 2023, we are preparing to transfer two different herbicide resistance traits in rice in the elite germplasm of a leading North American rice seed company. Each of the three developed traits have been determined not to be regulated articles through the USDA’s ‘Am I Regulated’ process, which was replaced with the SECURE Rule’s confirmation process.
“The successful development and transfer of these first traits to our customers will be an important milestone in the gene editing industry. It will also be a major commercial milestone in the growth of Cibus. We are very excited by the ability of this transaction — through the addition of both Calyxt’s state-of-the-art gene editing facilities and its talented scientists — to accelerate our growth.”
The merger comes at an ideal time, as this year is predicted to be a crucial one in the gene editing regulation sphere throughout the globe.
“2023 is also expected to be an important year for the regulations covering gene editing in agriculture with the European Commission and many other countries reviewing their laws for regulating certain new genomic techniques,” added Peter Beetham, Cibus’ president and chief operating officer. “Notably, the UK is on course to introduce new laws broadly consistent with the laws from a growing list of important trading nations including the U.S., Canada, Argentina, Brazil and Japan. These regulatory changes, if adopted, promise to enable more open and fair trade in agriculture for these new technologies and encourage research and innovation, greatly increasing the potential of gene editing to contribute globally to sustainable agriculture, food security and climate resilience. This merger positions the combined companies to be a leader in this important new industry and to accelerate our progress.”
Once the transaction has been closed, the combined company — renamed Cibus Inc. — will begin trading on the Nasdaq Capital Market. The new organization will be led by Cibus’ current management team. Rory Riggs will step into the roles of chairman of the board of directors and chief executive officer. Corporate headquarters will be stationed in San Diego, Calif. and Calyxt’s existing offices, laboratory and breeding facilities located in Roseville, Minn. will continue operations, now acting as a key site for the new company.
