RMG Acquisition Corporation II (NASDAQ: RMGB) (“RMG II”), a
publicly-traded special purpose acquisition company, announced
today that RMG II’s definitive proxy statement (“Proxy Statement”)
relating to the previously announced business combination with
ReNew Power Private Limited (“ReNew Power”), India’s leading
renewable energy company, has been filed with the U.S. Securities
and Exchange Commission (“SEC”) on July 28, 2021.
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the full release here:
https://www.businesswire.com/news/home/20210728006024/en/
RMG II is preparing to commence mailing of the Proxy Statement
and a notice and voting instruction form, or a proxy card, relating
to the extraordinary general meeting of the RMG II shareholders
(the “Extraordinary General Meeting”) to RMG II shareholders of
record as of the close of business on July 20, 2021, who will be
entitled to attend and participate in the Extraordinary General
Meeting.
The Extraordinary General Meeting to approve the pending
business combination and related matters is scheduled to be held on
August 16, 2021 at 9:00 a.m. Eastern Time. The Extraordinary
General Meeting will be conducted virtually, and can be accessed
via live webcast at https://www.cstproxy.com/rmgii/2021. If the
proposals at the Extraordinary General Meeting are approved, the
parties anticipate that the business combination will close and the
trading of the combined entity will commence on Nasdaq shortly
thereafter, subject to the satisfaction or waiver, as applicable,
of all other closing conditions.
The RMG II Board of Directors believes the proposed business
combination is in the best interests of RMG II and its
shareholders, and recommends that RMGB shareholders vote “FOR” the
adoption of the Business Combination Agreement, dated as of
February 24, 2021 and amended on May 17, 2021, by and among RMG II,
ReNew Energy Global plc (“ReNew Global”),ReNew Power and certain
other parties, as well as all other proposals included in RMG II’s
Proxy Statement.
Every shareholder’s vote is important, regardless of the number
of shares held. Accordingly, RMG II requests that each shareholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and, if mailed, should be received by no later
than 9:00 a.m. Eastern Time on August 12, 2021, to ensure that the
shareholder’s shares will be represented at the Extraordinary
General Meeting. Shareholders that hold shares in “street name”
(i.e. those shareholders whose shares are held of record by a
broker, bank or other nominee) should contact their broker, bank or
nominee to provide instructions on how to vote their shares and
ensure that their shares are voted.
If any individual RMG II shareholder, who held shares as of the
July 20, 2021 record date for voting, does not receive the Proxy
Statement, such shareholder should (i) confirm their Proxy
Statement’s status with their broker, (ii) contact Morrow Sodali
LLC, RMG II’s proxy solicitor, for assistance via e-mail at
RMGB.info@investor.morrowsodali.com or toll-free call at (800)
662-5200 and banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400, or (iii) contact RMG II by mail at 57
Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida 33140
or by telephone at (786) 584-8352.
If an RMG II shareholder, who holds their shares through a stock
brokerage account or by a bank or other holder of record, wishes to
attend the virtual meeting, they must obtain a legal proxy by
contacting their account representative at the bank, broker, or
other nominee that holds their shares and e-mail a copy (a legible
photograph is sufficient) of their legal proxy to
proxy@continentalstock.com. The legal proxy must be received by
Continental Stock Transfer & Trust Company ("Continental") no
later than 9:00 a.m. on August 13, 2021. Beneficial shareholders
who e-mail a valid legal proxy will be issued a 12-digit meeting
control number that will allow them to register to attend and
participate in the hybrid virtual meeting. After contacting
Continental, a beneficial holder will receive an e-mail prior to
the meeting with a link and instructions for entering the virtual
meeting. RMG II recommends that beneficial shareholders contact
Continental Stock Transfer & Trust Company on, or before,
August 11, 2021 to ensure access.
RMG II expects to provide shareholders with additional
information on how shareholders may vote their shares held in
“street name” on its website in the coming days, and RMG II expects
to publish a subsequent press release once the website is live.
Important Information for Investors and Shareholders
In connection with the proposed business combination, RMG II
filed the Proxy Statement and other relevant documents with the
SEC. Shareholders and other interested persons are urged to read
the Proxy Statement and any other relevant documents filed with the
SEC because they contain important information about RMG II, ReNew
Power and the proposed business combination. Shareholders may
obtain a free copy of the Proxy Statement, as well as other filings
containing information about RMG II, ReNew Power and the proposed
business combination, without charge, at the SEC’s website located
at www.sec.gov.
Participants in the Solicitation
RMG II, ReNew Global and ReNew Power and their respective
directors and officers may be deemed to be participants in the
solicitation of proxies from RMG II’s shareholders in connection
with the proposed transaction. Information about RMG II’s directors
and executive officers and their ownership of RMG II’s securities
is set forth in RMG II’s filings with the SEC, including RMG II’s
amendment no. 2 to its Annual Report on Form 10-K/A for the year
ended December 31, 2020, which was filed with the SEC on May 11,
2021. To the extent that holdings of RMG II’s securities have
changed since the amounts printed in RMG II’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/consent solicitation
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between RMG II, ReNew Global and ReNew Power,
including statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by
ReNew Power and the markets in which it operates, and ReNew Power’s
projected future results. 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
document, 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 RMG II’s securities, (ii)
the risk that the transaction may not be completed by RMG II’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by RMG
II, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the agreement and
plan of merger by the shareholders of RMG II and ReNew Power, the
satisfaction of the minimum trust account amount following
redemptions by RMG II’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 occurrence of any event, change or
other circumstance that could give rise to the termination of the
agreement and plan of merger, (vi) the effect of the announcement
or pendency of the transaction on ReNew Power’s business
relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans of ReNew Power
or diverts management’s attention from ReNew Power’s ongoing
business operations and potential difficulties in ReNew Power
employee retention as a result of the proposed transaction, (viii)
the outcome of any legal proceedings that may be instituted against
ReNew Power, RMG II or their respective directors or officers
related to the agreement and plan of merger or the proposed
transaction, (ix) the amount of the costs, fees, expenses and other
charges related to the proposed transaction, (x) the ability to
maintain the listing of RMG II’s securities on The Nasdaq Stock
Market LLC, (xi) the price of RMG II’s securities may be volatile
due to a variety of factors, including changes in the competitive
and highly regulated industries in which ReNew Power plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting ReNew Power’s business 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, including the conversion of pre-orders
into binding orders, (xiii) the ability of RMG II to issue equity
or equity-linked securities in connection with the transaction or
in the future, (xiv) the risk of downturns in the renewable energy
industry and (xv) the impact of the global COVID-19 pandemic on any
of the foregoing. 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
ReNew Global’s registration statement on Form F-4, the proxy
statement/consent solicitation statement/prospectus discussed
below, RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A
and other documents filed by ReNew Global or RMG II from time to
time with the U.S. Securities and Exchange Commission (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 ReNew Global and RMG II 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 ReNew Power nor RMG II gives
any assurance that either ReNew Power or RMG II will achieve its
expectations. The inclusion of any statement in this communication
does not constitute an admission by ReNew Power or RMG II or any
other person that the events or circumstances described in such
statement are material.
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/
About ReNew Power
ReNew Power Private Limited is India’s leading renewable energy
independent power producer (IPP) by capacity and is the 13th
largest global renewable IPP by operational capacity. ReNew Power
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
31st, 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 Power has a strong track record of
organic and inorganic growth. ReNew Power’s current group of
stockholders contain several marquee investors including Goldman
Sachs, CPP Investments, Abu Dhabi Investment Authority, GEF SACEF
and JERA.
For more information, please visit: www.renewpower.in; Follow
ReNew Power on Twitter @ReNew_Power
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version on businesswire.com: https://www.businesswire.com/news/home/20210728006024/en/
ReNew Power Media
Enquiries Arijit Banerjee arijit.banerjee@renewpower.in
+91 9811609245 Madhur Kalra Madhur.kalra@renewpower.in +91
9999016790 Investor Enquiries
Nathan Judge Investor Relations IR@renewpower.in RMG Acquisition
Corporation II For Media &
Investors: Philip Kassin President & Chief Operating
Officer pkassin@rmginvestments.com
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