OH-FORGE-BIOLOGICS

Ajinomoto Co., Inc. ("Ajinomoto Co."; TYO: 2802) and Forge Biologics (Forge), announced today that they have entered into a definitive agreement by which Ajinomoto Co., will acquire Forge, a leading manufacturer of genetic medicines, in an all-cash deal for $620 million¹.

Forge is a viral vector and plasmid contract development and manufacturing organization (CDMO) and clinical-stage therapeutics company, enabling access to potentially life-changing gene therapies by bringing them from concept to reality. All development and manufacturing is done at the Hearth, Forge’s 200,000 square foot custom-designed cGMP facility in Columbus, Ohio, where the business has over 300 employees.

“Forge has had remarkable growth since our founding in 2020, and we’re excited to join Ajinomoto Co., to continue to expand our global business of helping innovators manufacture much needed genetic medicines,” said Timothy J. Miller, Ph.D., CEO, President, and Co-founder of Forge. “Our teams share a commitment to investing in innovation that helps our clients succeed in delivering therapies to patients in need. We set out to build a company with a mission to enable access to life-changing discoveries, and this transaction will support us in advancing that mission into our next global stage of development to expand our capabilities and platform for the benefit of our clients and their patients.”

“Forge’s unparalleled expertise in gene therapy development and manufacturing will be a transformative addition to our core growth area of Healthcare as part of our ASV Initiatives 2030 Roadmap. Forge brings to Ajinomoto an entirely new capability that will vitally enhance our Bio-Pharma Services business and help create new value through innovative solutions for communities and society,” said Yasuyuki Otake, Corporate Executive, General Manager of Bio-Pharma Services Department of Ajinomoto Co. “We look forward to working with Forge’s incredibly talented team and state-of-the-art specialized manufacturing facility to expand our platform technologies aimed to help realize Ajinomoto’s ‘Purpose’ of contributing to the well-being of all human beings, our society, and our planet.”

“This is a tremendous step to drive Forge’s next phase of growth that will maximize the impact they have on their mission for clients and patients,” said Chris Garabedian, Chairman and CEO of Xontogeny and Chairman of Forge’s Board of Directors. “This acquisition in the current biotech market is a remarkable testament to the technical advancements, world-class facility, and experienced capable leadership at Forge.”

The transaction, which is expected to be completed by the end of the fourth quarter of 2023, is subject to customary closing conditions, including regulatory approvals. Upon completion, Forge will become a fully consolidated subsidiary of Ajinomoto Co., Inc. Centerview Partners LLC served as lead financial advisor and Ice Miller LLP served as legal advisor to Forge in the transaction. Chardan Capital Markets LLC also provided financial advice.

About Ajinomoto

The Ajinomoto Group will contribute to the well-being of all human beings, our society and our planet with “AminoScience” based on the corporate slogan “Eat Well, Live Well.” The Ajinomoto Group has offices in 36 countries and regions, and sells products in more than 130 countries and regions. In fiscal 2022, sales were 1.3591 trillion yen (10.0 billion U.S. dollars). To learn more, visit www.ajinomoto.com.

About Forge Biologics

Forge Biologics is a hybrid gene therapy contract manufacturing and clinical-stage therapeutics development company focused on enabling access to life-changing gene therapies. Forge was founded in 2020 and is headquartered in the cell and gene therapy hub of Columbus, Ohio. Its 200,000 square foot facility, the Hearth, is dedicated to AAV manufacturing with 20 custom-designed cGMP suites. Offerings include scalable, end-to-end manufacturing services including process and analytical development, cGMP viral vector manufacturing, final fill, plasmid DNA manufacturing, as well as regulatory consulting support to accelerate gene therapy programs from preclinical through clinical and commercial stage manufacturing. Forge aims to accelerate the timelines of transformative medicines for patients with genetic diseases. To learn more, visit www.forgebiologics.com.

1. $620 million is the enterprise value of Forge on a cash-free and debt-free basis. Please note that acquisition price attributable to Forge unitholders (equity value) is approximately $554 million, which is expected to be the amount adjusted at the time of executing the acquisition, as stipulated in the merger agreement.

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