ReNew Power (“ReNew” or “the Company”), India’s leading
renewable energy company, and RMG Acquisition Corporation II
(“RMG”) (NASDAQ: RMGB), a publicly-traded special purpose
acquisition company sponsored by Riverside Management Group, today
announced the filing of a public proxy statement/prospectus on Form
F-4 by ReNew Energy Global plc with the U.S. Securities and
Exchange Commission (“SEC”) in connection with their recently
announced proposed business combination. While the proxy
statement/prospectus has not yet become effective and the
information contained therein is subject to change, it provides
important information about ReNew’s business and operations,
proposed business combination with RMG and the proposals to be
considered by the RMG shareholders. The current filing can be
accessed here:
https://www.sec.gov/Archives/edgar/data/0001848763/000119312521164239/d102215df4.htm
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Completion of the business combination, which is expected to
close early in the third quarter of 2021, is subject to approval by
RMG shareholders and other customary closing conditions, including
the proxy statement/prospectus being declared effective by the SEC.
The combined company will be led by Sumant Sinha, Founder, Chairman
and Chief Executive Officer of ReNew.
ReNew is expected to receive approximately $610 million in net
proceeds, enabling the company to fully fund its planned expansion
through 2025. After the business combination is effected, existing
ReNew shareholders will hold approximately 70% of the combined
company. The transaction includes a fully committed, upsized $855
million PIPE from investors that include BlackRock, BNP Paribas
Energy Transition Fund, Mr. Chamath Palihapitiya, Sylebra Capital,
TT International Asset Management Ltd, TT Environmental Solutions
Fund and Zimmer Partners, as well as $345 million of gross cash
held in trust by RMG.
Additional information about the transaction can be viewed here:
https://renewpower.in/investor-relations/
About ReNew Power
ReNew Power is India’s leading renewable energy independent
power producer by capacity and is the 13th largest global renewable
IPP by operational capacity. ReNew develops, builds, owns, and
operates utility-scale wind energy projects, utility-scale solar
energy projects, utility-scale firm power projects and distributed
solar energy projects. As of March 31, 2021, ReNew Power had a
total capacity of close to 10 GW of wind and solar energy projects
across India, including commissioned and committed projects. ReNew
has a strong track record of organic and inorganic growth. ReNew’s
current group of stockholders contain several marquee investors
including Goldman Sachs, CPP Investments, Abu Dhabi Investment
Authority, GEF SACEF and JERA.
About RMG Acquisition Corporation II
RMG Acquisition Corporation II (NASDAQ: RMGB) is a blank check
company formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses.
RMG II raised $345 million in its December 14, 2020 IPO, which was
upsized due to strong demand and included the underwriters’ full
over-allotment option. RMG II is sponsored and led by the
management team of Jim Carpenter, Bob Mancini, and Phil Kassin, who
together have over 100 years of combined principal investment,
operational, transactional, and CEO and public company board level
leadership experience. RMG II intends to capitalize on the ability
of its management team to identify, acquire and operate businesses
across a broad range of sectors that may provide opportunities for
attractive long-term risk-adjusted returns.
www.rmgacquisition.com/
Important Information About the Business Combination and Where
to Find It
In connection with the proposed business combination, ReNew
Global and RMG II filed a preliminary proxy statement/prospectus
with the Securities and Exchange Commission (“SEC”) on May 17, 2021
and intend to file a definitive proxy statement/prospectus as well
as any amendments required. The preliminary and definitive proxy
statements/prospectuses and other relevant documents will be sent
or given to the shareholders of RMG II as of the record date
established for voting on the proposed business combination and
will contain important information about the proposed business
combination and related matters. Shareholders of RMG II and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with RMG II’s solicitation of proxies for the meeting of
shareholders to be held to approve, among other things, the
proposed business combination because the proxy
statement/prospectus will contain important information about RMG
II, ReNew and the proposed business combination. When available,
the definitive proxy statement/prospectus will be mailed to RMG
II’s shareholders as of a record date to be established for voting
on the proposed business combination. Shareholders will also be
able to obtain copies of the proxy statement/prospectus, without
charge, once available, at the SEC’s website at www.sec.gov/ or by
directing a request to: RMG Acquisition Corporation II, 50 West
Street, Suite 40C, New York, NY 10006, Attention: Secretary,
telephone: (212) 785-2579. The information contained on, or that
may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
Participants in the Solicitation
RMG II, ReNew Global, ReNew and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from RMG II’s shareholders in connection with the
business combination. RMG II’s shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of RMG II in RMG II’s
amendment no. 2 to its Annual Report on Form 10-K/A filed with the
SEC on May 11, 2021 in connection with RMG II’s initial public
offering. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to RMG
II’s shareholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus for
the proposed business combination when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed business
combination will be included in the proxy statement/prospectus that
ReNew Global and RMG II filed with the SEC, and any amendments
thereto.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than
statements of present or historical fact included in this press
release, regarding RMG II’s proposed business combination with
ReNew, RMG II’s ability to consummate the transaction, the benefits
of the transaction and the combined company’s future financial
performance, as well as the combined company’s strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of the respective
management of RMG II and ReNew and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of RMG II or ReNew. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination or that the approval of the shareholders of RMG II or
ReNew is not obtained; failure to realize the anticipated benefits
of business combination; risk relating to the uncertainty of the
projected financial information with respect to ReNew; the amount
of redemption requests made by RMG II’s shareholders; the overall
level of consumer demand for ReNew’s products; general economic
conditions and other factors affecting consumer confidence,
preferences, and behavior; disruption and volatility in the global
currency, capital, and credit markets; the financial strength of
ReNew’s customers; ReNew’s ability to implement its business
strategy; changes in governmental regulation, ReNew’s exposure to
litigation claims and other loss contingencies; disruptions and
other impacts to ReNew’s business, as a result of the COVID-19
pandemic and government actions and restrictive measures
implemented in response; stability of ReNew’s suppliers, as well as
consumer demand for its products, in light of disease epidemics and
health-related concerns such as the COVID-19 pandemic; the impact
that global climate change trends may have on ReNew and its
suppliers and customers; ReNew’s ability to protect patents,
trademarks and other intellectual property rights; any breaches of,
or interruptions in, RMG II’s information systems; fluctuations in
the price, availability and quality of electricity and other raw
materials and contracted products as well as foreign currency
fluctuations; changes in tax laws and liabilities, tariffs, legal,
regulatory, political and economic risks. More information on
potential factors that could affect RMG II’s or ReNew’s financial
results is included from time to time in RMG II’s public reports
filed with the SEC, including its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as
well as the preliminary and the definitive proxy
statements/prospectuses that RMG II files with the SEC in
connection with RMG II’s solicitation of proxies for the meeting of
shareholders to be held to approve, among other things, the
proposed business combination. If any of these risks materialize or
RMG II’s or ReNew’s assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither RMG II nor ReNew presently know, or that RMG II and ReNew
currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect RMG
II’s and ReNew’s expectations, plans or forecasts of future events
and views as of the date of this press release. RMG II and ReNew
anticipate that subsequent events and developments will cause their
assessments to change. However, while RMG II and ReNew may elect to
update these forward-looking statements at some point in the
future, RMG II and ReNew specifically disclaim any obligation to do
so, except as required by law. These forward-looking statements
should not be relied upon as representing RMG II’s or ReNew’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
This press release should not be considered as an advertisement,
invitation, offer, sale or solicitation of an offer to subscribe
for or purchase any securities, whether by way of private placement
or to the public in India nor shall it or any part of it form the
basis of or be relied on in connection with any contract,
commitment or any investment decision in relation thereto in
India.
Securities will not be offered or sold, and have not been
offered or sold, in India by means of any offering document or
other document or material relating to the securities, directly or
indirectly, to any person or to the public in India. This
communication or any offering memorandum or prospectus (or
equivalent disclosure document) produced in connection with the
offering of securities is not an offer document or an offering
circular or a "private placement offer cum application letter" or a
"prospectus" under the Companies Act, 2013, as amended, the
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended or any other
applicable law in India. This announcement has not been and will
not be registered as a "prospectus" or a statement in lieu of
prospectus in respect of a public offer, information memorandum or
“private placement offer cum application letter” or any other
offering material with any Registrar of Companies in India or the
Securities and Exchange Board of India or any other statutory or
regulatory body of like nature in India, save and except for any
information relating to the securities which is mandatorily
required to be disclosed or filed in India under any applicable
laws, and no such document will be circulated or distributed to any
person in India.
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version on businesswire.com: https://www.businesswire.com/news/home/20210518006141/en/
Press Enquiries Arijit
Banerjee arijit.banerjee@renewpower.in +91 9811609245
Madhur Kalra Madhur.kalra@renewpower.in +91 9999016790
Investor Enquiries Caldwell
Bailey ICR Inc. IR@renewpower.in
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