Investor Presentation October 2021
INVESTOR PRESENTATION / OCTOBER 2023
TRANSACTION OVERVIEW
•
Overview
Verde Bioresins Inc., a pioneer in proprietary biopolymer resins.
TLGY Acquisition Corp, a SPAC with deep roots in private equity and transformational operations.
To raise capital for commercial and capacity expansion globally.
Valuation¹
Pre-money EV of $365 million based on financial outlook and public valuation comps, which
could support a potential valuation range between $300M and $700M.
Illustrative Pro Forma Valuation (post-money)
Verde Share Price
Shares Outstanding (M)³
Pro Forma Equity Value
Existing Net Debt
(-) Net Cash to Balance Sheet
Pro Forma Enterprise Value
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Other Key Terms
$63 million pro forma cash: $78 million TLGY cash in trust less up to $15 million in estimated
transaction expenses, assuming no further redemptions and no PIPE.
Minimum cash condition: $15 million (termination right with certain cost reimbursement
obligations).
Non-detachable warrants: 5,750,000 public warrants granted to non-redeeming shareholders.
Non-detachable warrant exchange right²: the right to exchange them for common at 5:1 ratio
Interest alignment between public shareholders, Verde, and the Sponsor: significant Sponsor
and Verde economics tied to stock performance of 35% IRR over a 5-year horizon and/or capital
raising.
Estimated Sources & Uses
Sources
Cash Held in Trust
Verde Shareholder Equity Rollover
Total Sources of Funds
Uses
Equity Issued to Verde
Estimated Transaction Fees
Remaining Cash (Balance Sheet)
Total Uses of Funds
$10
50
$496M
(63)
$433M
($M)
78
365
$443M
($M)
365
15
63
$443M
1. Valuation based on referenced industry peer comps for FY24 and FY25 Revenue and EBITDA multiples, which support potential valuation range of $300M to $700M using several multiples (see appendix 1). Peers include NYSE: DNMR, NASDAQ: PCT, and NASDAQ: ORGN | 2. We intend to offer to
shareholders who do not redeem their shares in connection with the closing of an initial business combination the option to receive distributable redeemable warrants, as described in our IPO prospectus, or one share of common stock in lieu of every five of such distributable redeemable warrants. | 3.
Assumes no redemptions by TLGY public shareholders. (3.1) Public Shareholder Ownership includes 7,318,182 Common Shares, it excludes 11,500,000 detachable public warrants and 5,750,000 non-detachable public warrants. The non-detachable public warrants holders are expected to have the right to
convert 5,750,000 at 5:1 warrant units to common share ratio at closing. (3.2) Sponsor ownership excludes 2,750,000 additional common shares to be granted within 4 years from Closing based on achieving the target cash requirement. (3.3) If the combined Company's stock price achieves an IRR of 35%
over a 5-year horizon, Verde receives up to an additional 36,500,000 shares and the Sponsor an additional 3,000,000 shares.
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