Special meeting of shareholders to be held on
June 14, 2022
NEW
YORK and SAN
FRANCISCO, May 19, 2022 /PRNewswire/ -- Virgin Group
Acquisition Corp. II ("VGII") (NYSE: VGII), a special purpose
acquisition company sponsored by Virgin Group, today announced that
its extraordinary general meeting to vote on its proposed business
combination with Grove Collaborative, Inc. ("Grove" or "the
Company"), a certified B Corp™ and leading sustainable consumer
products company, will be held at the offices of Davis Polk & Wardwell LLP located at 450
Lexington Avenue, New York, New
York 10017 and virtually via the Internet at 10:00 AM, Eastern Time, on June 14, 2022.
Shareholders of record as of the close of business on
April 25, 2022 are entitled to vote.
The business combination, if approved by VGII's shareholders, is
expected to close as soon as practicable following the
extraordinary general meeting. Upon closing of the
transaction, VGII will change its name to Grove Collaborative
Holdings, Inc. ("New Grove"), and New Grove's shares and warrants
will be listed on the NYSE under the symbols "GROV" and "GROV WS",
respectively.
A definitive proxy statement/prospectus and other relevant
documents will be mailed to shareholders of record of VGII as of
April 25, 2022. Such
shareholders are encouraged to read the definitive proxy
statement/prospectus and accompanying documents in their
entirety. Shareholders and other interested parties will also
be able to obtain copies of the definitive proxy
statement/prospectus and other documents filed by VGII, when
available, with the U.S Securities and Exchange Commission ("SEC"),
without charge, at the SEC's website at www.sec.gov, or by
directing a request to Virgin Acquisition Corp. II, 65 Bleecker
Street, 6th Floor, New York, New
York 10012.
Shareholders of VGII are encouraged to submit their vote as soon
as possible to ensure they are represented at the extraordinary
general meeting. VGII has engaged Morrow Sodali LLC ("Morrow
Sodali") as its proxy solicitor in connection with the
extraordinary general meeting. Shareholders needing
assistance in voting their VGII shares can contact Morrow Sodali by
calling (800) 662-5200, or banks and brokers can call collect at
(203) 658-9400, or by emailing
vgii.info@investor.morrowsodali.com.
About Virgin Group Acquisition Corp. II
Virgin Group Acquisition Corp. II 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. Sir Richard Branson, is the Founder of the Company,
Founder of the Virgin Group and a renowned global entrepreneur and
the management team includes Josh
Bayliss, the Company'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, the Company'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.
About Grove Collaborative
Launched in 2016 as a Certified B Corp, Grove Collaborative is
transforming consumer products into a positive force for human and
environmental good. Driven by the belief that sustainability is the
only future, Grove creates and curates over 150 high-performing
eco-friendly brands of household cleaning, personal care, laundry,
clean beauty, baby and pet care products serving millions of
households across the U.S. each year. With a flexible monthly
delivery model and access to knowledgeable Grove Guides, Grove
makes it easy for everyone to build sustainable routines.
Every product Grove offers — from its flagship brand of
sustainably powerful home care essentials, Grove Co., plastic-free,
vegan personal care line, Peach Not Plastic, and zero-waste pet
care brand, Good Fur, to its exceptional third-party brands — has
been thoroughly vetted against strict standards to be
uncompromisingly healthy, beautifully effective, ethically produced
and cruelty-free. Grove Collaborative is a public benefit
corporation on a mission to move Beyond Plastic™ and in 2021,
entered physical retail for the first time at Target stores
nationwide, making sustainable home care products even more
accessible. Grove is the first plastic neutral retailer in the
world and is committed to being 100% plastic-free by 2025. For more
information, visit www.grove.com.
No Offer or Solicitation
This press release shall 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 these
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 any such state or
jurisdiction.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
VGII, Grove and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of VGII's
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of VGII's shareholders in
connection with the proposed business combination is set forth in
VGII's definitive proxy statement/prospectus. Investors and
security holders may obtain more detailed information regarding the
names and interests in the proposed business combination of VGII's
directors and officers in VGII's filings with the SEC.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding our or our management
team's expectations, hopes, beliefs, intentions, plans, prospects
or strategies regarding the future, including possible business
combinations, revenue growth and financial performance, product
expansion and services. Any statements contained herein that are
not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. 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 in this press release are based on our current
expectations and beliefs made by the management of VGII and Grove
in light of their respective experience and their perception of
historical trends, current conditions and expected future
developments and their potential effects on VGII and Grove as well
as other factors they believe are appropriate in the circumstances.
There can be no assurance that future developments affecting VGII
or Grove will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond the control of the parties) or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements, including that the VGII stockholders
will approve the transaction, regulatory approvals, product and
service acceptance, and that, Grove will have sufficient capital
upon the approval of the transaction to operate as anticipated.
Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these
forward-looking statements. Additional factors that could cause
actual results to differ are discussed under the heading "Risk
Factors" and in other sections of VGII's filings with the SEC, and
in VGII's current and periodic reports filed or furnished from time
to time with the SEC. All forward-looking statements in this press
release are made as of the date hereof, based on information
available to VGII and Grove as of the date hereof, and VGII and
Grove assume no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
Investor Relations Contact:
Alexis Tessier
ir@grove.co
Media Relations Contact:
Meika
Hollender
pr@grove.co
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SOURCE Virgin Group Acquisition Corp. II