March 05, 2021 06:46 AM Eastern Standard Time
- Transaction builds a U.S. based Bitcoin mining champion
- Combined company valued at an enterprise value of $2.0 billion
- Includes $425 million fully committed PIPE investment, secured with anchor investors, including Fidelity Management & Research Company and Counterpoint Global (Morgan Stanley)
- The PIPE investment includes $50 million investment-in-kind from Cipher Mining's parent company, Bitfury, and is structured as a credit for future purchases of operating services and equipment for Cipher
- Planned mining capacity of 745MW by the end of 2025 and industry leading cost of energy of approximately 2.7c/kWh
- The transaction is anticipated to close in Q2 2021
HOUSTON & NEW YORK--(BUSINESS WIRE
)--Cipher Mining Technologies Inc. ("Cipher Mining"), a newly formed U.S.-based Bitcoin mining operation, and Good Works Acquisition Corp. (Nasdaq: GWAC) ("Good Works"), a U.S. publicly-traded special purpose acquisition company, today announced they have entered a definitive agreement for a business combination. Upon closing of the transaction, the combined company will be named Cipher Mining Inc. ("Cipher" or the "Company") and is expected to be listed on the Nasdaq under the new ticker symbol "CIFR".
The transaction values the combined company at an enterprise value of US $2.0 billion. Pursuant to the merger and following the share exchanges, the combined company is expected to receive approximately US $595 million in gross cash proceeds from a combination of cash from a US $425 million fully committed stock PIPE, including a $50 million investment in-kind from Bitfury, and approximately US $170 million in cash held in Good Works' trust account from its initial public offering in October 2020, assuming no public shareholders exercise their redemption rights at closing requiring payment from Good Works' trust account. Cash from the transaction, net of transaction fees, will be used to fund the planned build out of the mining facilities of the company.
The PIPE is anchored by institutional investors including funds and accounts managed by Fidelity Management & Research Company and Counterpoint Global (Morgan Stanley). Current Cipher Mining shareholders will become the majority owners of the combined company at closing with approximately 70% ownership in the pro forma company and all existing shareholders and investors will continue to hold their equity ownership subject to a two year lock-up period. The PIPE investors, including Bitfury, will own approximately 15%, Good Works, inclusive of its founder shares will own approximately 7.5%, and Cipher employees will own approximately 7% of the pro forma company at closing.
Additional information about the proposed transaction, including a copy of the agreement and plan of merger will be provided in a Current Report on Form 8-K to be filed by Good Works today with the U.S. Securities and Exchange Commission (the "SEC") and will be available at www.sec.gov