On February 12, Diversa and Celunol merged
Read article from Business 2.0.
This is an important deal as it represents the first high-profile merger for this industry as well as a comparable for future liquidity events. Celunol’s CEO and CFO will operate the combined company. This make sense as the combined company must ultimately have an operational focus going forward.
Diversa will issue 15MM shares to finance a buyout of Celunol’s equity. When the deal was announced on Feb 12, the share price for Diversa shares were $10.37. The shares have since declined to $8.63 (close on Feb 16). This is a 17% decline indicating that the market doesn’t like the deal. But why?
Further, Diversa will issue $20MM in debt for Celunol to continue operations. So this brings the total value of this deal to $175.5
Is this a good valuation?
This acquisition of Celunol was not a purchase of established capacity, intellectual properties, or long-term contracts – traditional elements of long-term value. So it’s not clear what will come of all of this between these companies. So from this perspective, it doesn’t seem to have created value. Couldn’t they have purchased a company with more capacity? Couldn’t they have just made an equity investment? A future production partnership deal? Why a full acquisition (other than get their management team)?
Neither of these company makes any money. Diversa has yet to have a profitable year (which makes sense given their focus on developing technology, not producing a particular product). They are making this acquisition by issuing stock – a great opportunity when you’re public. Well played!
But where did they get this valuation?Celunol currently only has a 50K gal/yr ethanol plant – which is very tiny. I could probably build one that size in my back yard. They’re currently building a 1.4MMgal/yr plant (and have another venture in Japan of the same volume). They also have plans of building a 55MM gal/yr plant in the coming years. They do have some intellectual property. Their website claims:
Celunol’s groundbreaking technology is based on the metabolic engineering of microorganisms. Its key element is a set of genetically engineered strains of Escherichia coli bacteria that are capable of fermenting into ethanol essentially all of the sugars released from many types of cellulosic biomass. This trait enables Celunol to achieve the required efficiency to make the process commercially feasible.
Celunol’s license extends to a large portfolio of global patents protecting this core technology and subsequent improvements, including landmark U.S. patent #5,000,000. Celunol’s license currently includes 59 technical and process patents, and 66 pending applications, in the U.S. and worldwide.
But as my professors at Stanford beat into me, operational efficiency is not a competitive advantage. So I’m skeptical that these patents or processes can create a long-term value proposition, particularly given how many other companies are creating micro-organism based production efficiency technologies (Mascoma being another Khosla-funded venture).
Let’s try and come up with a multiple for this deal (this will be more voodoo than science so say a prayer).
The only funding I’ve been able to find on Celunol was $13.8 MM (not sure for how much equity or if it was just a series A, B or what). So let’s say for exercise, this $13.8MM was their latest round of funding and represented, say, 40% of the company, then the company was valued prior to this merger at around $35Million. This merger then, is on the order of a 5X multiple for Celunol. It could realistically have as high as a $70 Million valuation which would bring the multiple to the order of 2.5X. Either way, that’s a pretty good for a backyard ethanol plant.
An Omen or an Omission?
The next question would be what does this mean for the industry from an investment standpoint. This merger seemed to have very specific benefits to it. It’s not clear that it was simply a liquidity event for Celunol’s investors. The combined entity would be much better poised to address market competition. It has strong IP and infrastructure (planned or otherwise) in its parts of the value chain. It has a strong IP research arm in Diversa and a strong processing group from Celunol. However, many of Diversa’s potential customers – other processors – are now competitors, perhaps diminishing their future revenues. The company is also public making it easier to get financing from the public markets (not necessarily good for stockholders in the short term and could contribute to the stock decline). So while it’s a significant move from an industry-player perspective, it’s not clear that it will (or should) be indicative of future M&A activity in this industry.
Congratulations to both companies for making this happen.
Doug