NEW YORK and SUNNYVALE, Calif., May
26, 2021 /PRNewswire/ -- VG Acquisition Corp. (NYSE:
VGAC) ("VGAC" and, after the Domestication (as defined below) and
following its name change to 23andMe Holding Co., "New 23andMe")
today announced that, upon the Domestication and the consummation
of its pending business combination (the "Business Combination")
with 23andMe, Inc. ("23andMe"), New 23andMe Class A Common Stock
and New 23andMe Warrants (each as defined below) will be listed on
The Nasdaq Global Select Market ("Nasdaq"). The decision to list on
Nasdaq was made in connection with the Business Combination and
enables the combined company to be listed alongside other
innovative companies that are also listed on Nasdaq.
Prior to the consummation of the Business Combination, VGAC will
domesticate as a Delaware
corporation and will change its name to "23andMe Holding Co." (the
"Domestication"). In connection with the Domestication, (1) each of
the then issued and outstanding VGAC Class A ordinary shares, par
value $0.0001 per share ("VGAC Class
A Ordinary Shares"), and each issued and outstanding VGAC Class B
ordinary share, par value $0.0001 per
share, will convert automatically, on a one-for-one basis, into a
share of Class A common stock, par value $0.0001 per share, of New 23andMe ("New 23andMe
Class A Common Stock"); (2) each of the then issued and outstanding
whole warrants to purchase Class A ordinary shares of VGAC will
automatically represent the right to purchase one share of New
23andMe Class A Common Stock ("New 23andMe Warrants") at an
exercise price of $11.50 per share on
the terms and conditions set forth in the warrant agreement, dated
October 1, 2020, between VGAC and
Continental Stock Transfer & Trust Company, as warrant agent
(the "VGAC Warrant Agreement"); and (3) each of the then issued and
outstanding units of VGAC that has not been previously separated
into the underlying VGAC Class A Ordinary Shares and the underlying
warrants of VGAC prior to the Domestication will be canceled and
will entitle the holder thereof to one share of New 23andMe Class A
Common Stock and one-third of one warrant representing the right to
purchase one share of New 23andMe Class A Common Stock at an
exercise price of $11.50 per share on
the terms and subject to the conditions set forth in the VGAC
Warrant Agreement.
Trading is expected to begin on Nasdaq on June 17, 2021, under the new ticker symbol "ME"
for the New 23andMe Class A Common Stock and "MEUSW" for the New
23andMe Warrants, following the consummation of the Business
Combination, which is currently expected to occur on June 16, 2021, subject to final shareholder
approval at VGAC's extraordinary general meeting on June 10, 2021, and satisfaction of other
customary closing conditions. Until the Domestication and transfer
to Nasdaq is complete, the VGAC Class A Ordinary Shares, warrants,
and units will continue to trade under the ticker symbols
"VGAC,""VGAC.WS," and "VGAC.U," respectively, on the New York Stock
Exchange ("NYSE"). The last day of trading on the NYSE is expected
to be on June 16, 2021.
No action is required by existing VGAC shareholders with respect
to the ticker symbol or exchange listing change.
About 23andMe
23andMe, Inc., headquartered in
Sunnyvale, CA, is a leading
consumer genetics and research company. Founded in 2006, 23andMe's
mission is to help people access, understand, and benefit from the
human genome. 23andMe has pioneered direct access to genetic
information as the only company with multiple Food and Drug
Administration authorizations for genetic health risk reports.
23andMe has created the world's largest crowdsourced platform for
genetic research, with 80% of its customers electing to
participate. The 23andMe research platform has generated more than
180 publications on the genetic underpinnings of a wide range of
diseases, conditions, and traits. The platform also powers the
23andMe therapeutics group, currently pursuing drug discovery
programs rooted in human genetics across a spectrum of disease
areas, including oncology, respiratory, and cardiovascular
diseases, in addition to other therapeutic areas. More information
is available at www.23andMe.com.
About VG Acquisition Corp.
VG Acquisition Corp. was
formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization, or
similar business combination with one or more businesses. The
management team includes: Sir Richard
Branson, founder of VGAC, a renowned global entrepreneur,
and founder of the Virgin Group; Josh
Bayliss, VGAC's Chief Executive Officer and director, who is
the Chief Executive Officer of the Virgin Group and is responsible
for the Virgin Group's strategic development, licensing of the
brand globally, and management of direct investments on behalf of
the Virgin Group in various companies around the world; and
Evan Lovell, VGAC's Chief Financial
Officer and director, who is the Chief Investment Officer of the
Virgin Group and is responsible for managing the Virgin Group's
investment team and portfolio in North
America. More information is available
at https://vgacquisition.com/
Forward-Looking Statements
This communication contains certain "forward-looking statements"
including statements regarding the occurrence and anticipated
timing of the Business Combination between VGAC and 23andMe and
regarding the listing of shares of the combined company on Nasdaq.
The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would," and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. The forward-looking statements contained herein
are based on VGAC's current expectations and beliefs concerning
future developments and their potential effects, but there can be
no assurance that these will be as anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond the control of VGAC), or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. These factors include, among others:
the inability to complete the Business Combination, including due
to the failure to receive required security holder approvals, or
the failure of other closing conditions. Except as required by law,
VGAC does not undertake any obligation to update or revise any
forward-looking statements whether as a result of new information,
future events, or otherwise.
Additional Information
VGAC has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-4, as amended (the "Form
S-4"), which included the definitive proxy statement of VGAC, a
prospectus, and 23andMe's consent solicitation statement. The Form
S-4 was declared effective on May 14,
2021The definitive proxy statement/prospectus and other proxy
materials were mailed to VGAC's shareholders of record as of the
close of business on May 5,
2021. Shareholders of VGAC and other interested persons are
advised to read the Form S-4, the definitive proxy
statement/prospectus included in the Form S-4, and documents
incorporated by reference therein filed in connection with the
proposed Business Combination because these documents
contain important information about VGAC, 23andMe, and the
Business Combination. Shareholders will also be able to obtain
copies of the Form S-4 and the proxy statement/prospectus, without
charge, by directing a request to: VG Acquisition Corp. 65 Bleecker
Street, 6th Floor, New York NY
10012. These documents and VGAC's annual and other reports filed
with the SEC can also be obtained, without charge, at the SEC's
internet site (https://www.sec.gov).
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
VGAC, 23andMe, and their respective directors, executive officers,
other members of management, and employees may be deemed to be
participants in the solicitation of proxies from VGAC's
shareholders in connection with the Business Combination.
Information regarding the names and interests in the proposed
Business Combination of VGAC's directors and officers is contained
in VGAC's filings with the SEC. Additional information regarding
the interests of such potential participants in the solicitation
process is included in the Form S-4 (and the definitive proxy
statement/prospectus) and other relevant documents filed with the
SEC.
Contacts
Investor Relations:
23andMe
Sard Verbinnen & Co
23andMe-SVC@sardverb.com
VG Acquisition Corp.
FTI Consulting
US, Canada, South America, Australia – Antonia
Gray / Grace Altman
Antonia.Gray@fticonsulting.com / Grace.Altman@fticonsulting.com
UK, Middle East, Asia, Africa
– Charles Palmer
Charles.Palmer@fticonsulting.com
Media Relations:
23andMe
press@23andMe.com
Sard Verbinnen & Co
Paul Kranhold / John Christiansen / Chris Kittredge 23andMe-SVC@sardverb.com
VG Acquisition Corp.
FTI Consulting
US, Canada, South America, Australia – Antonia
Gray / Grace Altman Antonia.Gray@fticonsulting.com /
Grace.Altman@fticonsulting.com
UK, Middle East, Asia, Africa
– Charles Palmer
Charles.Palmer@fticonsulting.com
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SOURCE VG Acquisition Corp.