OAKLAND, Calif., Sept. 18, 2024 (GLOBE NEWSWIRE) -- Pomerantz LLP announces that the United States District Court for the Northern District of California Oakland Division has approved the following announcement of a proposed class action settlement that would benefit purchasers of Ginkgo Bioworks Holdings, Inc. common stock (NYSE: DNA):
NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION
TO: ALL PERSONS WHO (1) purchased or otherwise acquired shares in Ginkgo Bioworks Holdings, Inc. (“Ginkgo,” including by way of exchange of Soaring Eagle Acquisition Corp., f/k/a Spinning Eagle Acquisition Corp. (“SRNG”) shares) pursuant or traceable to the proxy/registration statement (the “Proxy/Registration Statement”) that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021; (2) were solicited to approve the Ginkgo Bioworks, Inc.-SRNG merger and to retain rather than redeem SRNG shares pursuant to the Proxy/Registration Statement, and/or (3) purchased or otherwise acquired in a public offering or on public markets securities of Ginkgo (including its predecessor SRNG) between May 11, 2021 and October 5, 2021, both dates inclusive:
YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Northern District of California, that a hearing will be held on December 5, 2024, at 1:30 p.m. before the Honorable Kandis A. Westmore, United States Magistrate Judge, at the courthouse for the Northern District of California, telephonically, on Zoom, and/or at 1301 Clay Street, Oakland, CA 94612 for the purpose of determining: (1) whether the proposed Settlement of the claims in the above-captioned Action for consideration in the amount of seventeen million seven hundred and fifty thousand dollars ($17,750,000.00) should be approved by the Court as fair, reasonable, and adequate; (2) whether the Plan of Allocation is fair and reasonable, and should be approved; (3) whether Class Counsel’s application for an award of attorneys’ fees of up to twenty-five percent (25%) and any interest accrued thereon, and reimbursement of out-of-pocket expenses of not more than $325,000 and any interest accrued thereon, and a compensatory award for Lead Plaintiff of not more than $5,000, all to be paid from the Settlement Fund, should be approved; and (4) whether this Action should be dismissed with prejudice against the Defendants as set forth in the Stipulation of Settlement dated April 4, 2024 (the “Stipulation”) filed with the Court.
You are receiving this Notice because the Court has preliminarily certified a class of investors for settlement purposes only (“Class”), and you may be a member of the Class (“Class Member”). The proposed Class will consist of all persons or entities who (1) purchased or otherwise acquired shares in Ginkgo, including by way of exchange SRNG shares, pursuant or traceable to the Proxy/Registration Statement that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021; (2) were solicited to approve the Ginkgo Bioworks, Inc.-SRNG merger and to retain rather than redeem SRNG shares pursuant to the Proxy/Registration Statement; and/or (3) purchased or otherwise acquired in a public offering or on public markets securities of Ginkgo (including its predecessor SRNG) between May 11, 2021 and October 5, 2021, both dates inclusive. Excluded from the Class are: (a) Defendants and their immediate families; (b) current and former directors of Ginkgo or SRNG; (c) any entity that has entered into a stockholder agreement or co-venture agreement with Ginkgo, or was a Private Investment in Public Equities (“PIPE”) investor in Ginkgo; and (d) any entity controlled, majority-owned or wholly owned, or affiliated with any of the above.
If you purchased or acquired Ginkgo common stock between May 11, 2021 and November 15, 2021, your rights may be affected by this Action and the Settlement thereof, including the release and extinguishment of claims you may possess relating to your ownership interest in Ginkgo common stock. If you have not received a more-detailed, Notice of Pendency of Class Action and Proposed Class Action Settlement (“Notice”) and the Proof of Claim and Release Form (“Proof of Claim”), you may obtain copies of these documents and the Stipulation by downloading them at the Settlement website at: www.GinkgoSecuritiesSettlement.com. If you are unable to do so, you may contact the Settlement Administrator to obtain copies:
Ginkgo Bioworks Securities Litigation
c/o Strategic Claims Services
600 N. Jackson Street, Suite 205
Media, PA 19063
Toll-free: (866) 274-4004
Fax: (610) 565-7985
info@strategicclaims.net
The case has been litigated since November, 2021. Plaintiff alleges that Defendants made false and misleading statements in the Proxy/Registration Statement it used to merge with SRNG and go public, including: (a) inaccurately describing related party deals impacting reported revenue and deferred revenue; (b) inaccurately describing the value of certain services it performed; (c) misrepresenting certain related parties as independent; and (d) overstating the amount of non-related party revenue Ginkgo generated. SRNG investors, having received the allegedly inaccurate disclosures in the Proxy/Registration Statement, on September 14, 2021: (1) approved the merger, effecting the initial public offering of Ginkgo shares, and (2) determined whether to exercise their right of redemption for $10 per share or to receive in an exchange a share of Ginkgo. Lead Plaintiff alleges that the inaccuracies in the Proxy/Registration Statement violated Section 11 of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934. Lead Plaintiff also alleges that a subset of Defendants violated Exchange Act Section 10(b) by making misrepresentations to investors with the required “scienter.”
Defendants have denied and continue to deny these allegations and that they committed any act or omission giving rise to any liability or violation of the law. The Settlement will resolve the lawsuit and the Released Claims as to the Defendants and other Released Parties. Plaintiff and the Class are represented by Class Counsel, who may be reached by contacting: Joshua B. Silverman, Pomerantz LLP, 10 S. LaSalle Street, Suite 3505, Chicago, IL 60603, (312) 377-1181.
If you are a Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim online or postmarked no later than November 21, 2024, establishing that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound by any Judgment rendered in the Action whether or not you make a claim.
If you want to be excluded from the Class, you must submit to the Settlement Administrator a request for exclusion, in accordance with the procedures set forth in the Notice, so that it is received no later than November 21, 2024. If you decide to exclude yourself from the Class and wish to file your own individual lawsuit based on the Released Plaintiffs’ Claims, Defendants may argue that you face a time bar under applicable statutes of limitation or repose, risks that you should discuss with an appropriate legal advisor. All members of the Class who have not requested exclusion from the Class will be bound by any Judgment entered in the Action pursuant to the Stipulation.
If you are a Class Member and do not exclude yourself, you can object to the Settlement, Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and reimbursement of expenses and compensatory award to Lead Plaintiff in the manner and form explained in the detailed Notice and received no later than November 21, 2024.
Any questions regarding the Settlement should be directed to Class Counsel.
PLEASE DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, THE DEFENDANTS, OR DEFENDANTS’ COUNSEL REGARDING THIS NOTICE.
| Dated: July 31, 2024 | BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA |
