In combination with $100 million PIPE investment (the “PIPE
Investment Amount”) and NextGen Acquisition Corp. II’s cash in
trust after taking into account redemptions and estimated
transaction costs (the “Trust Amount”), the incremental up to $100
million common stock purchase will be applied toward satisfaction
of the minimum cash condition as defined in the merger
agreement
Today, Virgin Orbit, which has announced a planned business
combination with NextGen Acquisition Corp. II (“NextGen”) (NASDAQ:
NGCA), announced Virgin Group's intent to purchase up to $100
million of Virgin Orbit common stock in an additional PIPE
investment at a price per share of $10.00 (the “Additional Equity
Amount”). NextGen Acquisition Corp. II’s Sponsor will be supporting
a portion of the Additional Equity Amount alongside the Virgin
Group. The Additional Equity Amount will be determined by the
amount of investment, if any, required to satisfy the minimum cash
condition as defined in the merger agreement up to a maximum amount
of $100 million.
“I am committed and confident in the future of Virgin Orbit and
its life ahead as a public company,” said Sir Richard Branson,
Founder of Virgin Orbit. “This investment will ensure that Virgin
Orbit has the capital required to go and build upon its incredible
foundation and continue its rapid transition into a successful
commercial space launch company. I couldn’t be more thrilled to
watch it continue its journey into the public markets.”
“With this announcement, we believe we have a clear path to a
successful closing of our merger, subject to receiving the
necessary shareholder approvals on December 28, 2021, and remain
confident in the future of Virgin Orbit as a public company,” said
George Mattson and Gregory Summe, Co-Founders of NextGen. “We look
forward to working closely alongside the Virgin Orbit team in
realizing the enormous potential of the company in the months and
years to come.”
ABOUT VIRGIN ORBIT
Virgin Orbit operates one of the most flexible and responsive
space launch systems ever built. Founded by Sir Richard Branson in
2017, the company began commercial service in 2021, and has already
delivered commercial, civil, national security, and international
satellites into orbit. Virgin Orbit’s LauncherOne rockets are
designed and manufactured in Long Beach, California, and are
air-launched from a modified 747- 400 carrier aircraft that allows
Virgin Orbit to operate from locations all over the world in order
to best serve each customer’s needs. On August 22, 2021, Virgin
Orbit entered into a definitive agreement to combine with NextGen
Acquisition Corp. II (NASDAQ: NGCA), a special purpose acquisition
company, which would result in Virgin Orbit becoming a publicly
listed company on the Nasdaq Stock Market under the symbol VORB. To
learn more, visit virginorbit.com
ABOUT VIRGIN GROUP
The Virgin Group is a leading international investment group and
one of the world’s most recognized and respected brands. Created in
1970 with the birth of Virgin Records, the Virgin Group has gone on
to invest in, incubate, and grow a number of successful businesses
in the private and public markets. The Virgin Group has expanded
into many sectors since its inception, driven by Sir Richard’s
ambition to create the world’s most irresistible brand. These
sectors include travel & leisure, financial services, health
& wellness, technology & internet-enabled, music &
entertainment, media & mobile, space, and renewable energy. The
Virgin Group has built significant expertise across these sectors,
which it has also successfully applied to investments in non-Virgin
branded businesses in which it has seen the opportunity to generate
attractive financial returns. https://www.virgin.com.
ABOUT NEXTGEN ACQUISITION CORP.
II
NextGen Acquisition Corp. II is a blank check company whose
business purpose is to effect a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. NextGen is led by George
Mattson, a former Partner at Goldman, Sachs & Co., and Gregory
Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of
the Carlyle Group. NextGen is listed on NASDAQ under the ticker
symbol "NGCA." For more information, please visit
www.nextgenacq.com.
IMPORTANT LEGAL
INFORMATION
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Vieco USA, Inc. (“Vieco USA”) and NextGen Acquisition Corp. II
(“NextGen”). This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. In connection
with the proposed transaction, NextGen has filed a registration
statement on Form S-4 with the SEC on September 16, 2021, as
amended on October 29, 2021, November 23, 2021 and December 3,
2021, which was declared effective by the SEC on December 7, 2021,
which includes a document that serves as a prospectus and proxy
statement of NextGen (the “proxy statement/prospectus”). A
definitive proxy statement/prospectus was mailed to all NextGen
shareholders of record as of November 19, 2021, the record date
established for the extraordinary general meeting of shareholders
relating to the proposed transaction on December 28, 2021. NextGen
also will file other documents regarding the proposed transaction
with the SEC. This communication does not contain all the
information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed
transaction. Before making any voting or investment decision,
investors and security holders of NextGen are urged to read the
registration statement, the proxy statement/prospectus included
therein and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as
they become available because they will contain important
information about the proposed transaction.
Investors and security holders may obtain free copies of the
registration statement, the proxy statement/prospectus included
therein and all other relevant documents filed or that will be
filed with the SEC by NextGen through the website maintained by the
SEC at www.sec.gov.
The documents filed by NextGen with the SEC also may be obtained
free of charge at NextGen’s website at
https://www.nextgenacq.com/nextgen-ii.html or upon written request
to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including with
respect to the proposed transaction between Vieco USA and NextGen.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of NextGen’s securities, (ii) the risk that the transaction may not
be completed by NextGen’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by NextGen, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders
of NextGen, the availability of the minimum amount of cash
available in the trust account in which substantially all of the
proceeds of NextGen’s initial public offering and private
placements of its warrants have been deposited following
redemptions by NextGen’s public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Vieco USA’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Vieco USA and potential difficulties in Vieco USA
employee retention as a result of the transaction, (ix) the outcome
of any legal proceedings that may be instituted against Vieco USA
or against NextGen related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of NextGen’s
securities on a national securities exchange, (xi) the price of
NextGen’s securities may be volatile due to a variety of factors,
including changes in the competitive and regulated industries in
which NextGen plans to operate or Vieco USA operates, variations in
operating performance across competitors, changes in laws and
regulations affecting NextGen’s or Vieco USA’s business, Vieco
USA’s inability to implement its business plan or meet or exceed
its financial projections and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xiii) the ability of Vieco USA to implement its
strategic initiatives and continue to innovate its existing
products, (xiv) the ability of Vieco USA to defend its intellectual
property, (xv) the ability of Vieco USA to satisfy regulatory
requirements, (xvi) the impact of the COVID-19 pandemic on Vieco
USA’s and the combined company’s business and (xvii) the risk of
downturns in the commercial launch services, satellite and
spacecraft industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of NextGen’s registration statement on Form S-1 (File No.
333-253848), the definitive proxy statement/prospectus filed by
NextGen with the SEC on December 7, 2021 and other documents filed
or that may be filed by NextGen from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Vieco USA and NextGen assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Vieco USA nor NextGen gives any assurance that
either Vieco USA or NextGen, or the combined company, will achieve
its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211223005403/en/
INQUIRIES: www.virginorbit.com/investors Media, Virgin Orbit:
press@virginorbit.com Investor Relations, Virgin Orbit:
investorrelations@virginorbit.com NextGen: info@nextgen.com
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