Special Meeting of Stockholders Scheduled for
April 16, 2021
dMY Technology Group, Inc. II (NYSE: DMYD) (“dMY II” or
“Company”) announced today that that it has scheduled a special
meeting of its stockholders (the “Special Meeting”) to approve the
proposed business combination (the “Business Combination”) with
Genius Sports Group (“GSG”). The Business Combination, if approved
by dMY II’s stockholders, is expected to close on or about April
20, 2021, or as soon as practicable following the Special
Meeting.
The Company also announced the filing of its definitive proxy
statement for the Special Meeting with the United States Securities
and Exchange Commission (the “SEC”). dMY II will distribute the
definitive proxy statement and proxy card to its stockholders of
record as of March 12, 2021, the record date for the Special
Meeting (the “Record Date”). Upon completion of the Business
Combination, GSG will change its name to Genius Sports Limited
(“GSL”). Following the closing, GSL’s ordinary shares and warrants
are expected to trade on the NYSE under the new ticker symbols
“GENI” and “GENI WS”, respectively. The Business Combination, which
was announced on October 27, 2020, has been unanimously approved by
the boards of directors of both GSG and dMY II and is subject to
the approval by dMY II’s stockholders and other customary
conditions.
A link to the definitive proxy statement is available under the
“Investor Materials” section of dMY II’s website at
https://www.dmytechnology.com/dmy-ii-investormaterials. The
definitive proxy statement can also be viewed on the SEC's website
at www.sec.gov, filed under dMY Technology Group, Inc. II.
About Genius Sports Group
Genius Sports Group is the official data, technology and
commercial partner that powers the global ecosystem connecting
sports, betting and media. We are a global leader in digital sports
content, technology and integrity services. Our technology is used
in over 150 countries worldwide, empowering sports to capture,
manage and distribute their live data and video, driving their
digital transformation and enhancing their relationships with
fans.
We are the trusted partner to over 500 sports organizations
globally, including many of the world’s largest leagues and
federations such as the NBA, Premier League, FIBA, NCAA, NASCAR,
AFA and PGA TOUR.
Genius Sports Group is uniquely placed through cutting-edge
technology, scale and global reach to support our partners. We are
more than just a technology company, we build long-term
relationships with sports at all levels, helping them to control
and maximize the value of their content while providing technical
expertise and round-the-clock support.
About dMY Technology Group II
dMY Technology Group, Inc. II is a publicly traded special
purpose acquisition company founded by Niccolo de Masi and Harry
You for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. dMY II's units,
common stock and warrants trade on the NYSE under the ticker
symbols "DMYD.U," "DMYD," and "DMYD.WS" respectively. More
information can be found at www.dmytechnology.com.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the Business Combination, dMY II filed a
definitive proxy statement with the SEC. dMY II’s stockholders and
other interested persons are advised to read the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the Business Combination, as these materials
contain important information about the parties to the business
combination agreement dated October 27, 2020 (the “Business
Combination Agreement”) and the Business Combination. The
definitive proxy statement and other relevant materials for the
Business Combination have been mailed to stockholders of dMY II as
of the Record Date. Stockholders may also obtain copies of the
definitive proxy statement and other documents filed with the SEC
that have been incorporated by reference therein, without charge,
at the SEC’s website at www.sec.gov, or by directing a request to:
dMY Technology Group, Inc. II, 1180 North Town Center Drive, Suite
100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi, Chief
Executive Officer, niccolo@dmytechnology.com.
Participants in the Solicitation
dMY II and its directors and executive officers may be deemed
participants in the solicitation of proxies from dMY II’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in dMY II is contained in the
definitive proxy statement and is available free of charge at the
SEC’s web site at www.sec.gov, or by directing a request to dMY II
Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100,
Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
GSG’s directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of dMY II in connection with the Business Combination. A list of
the names of such directors and executive officers and information
regarding their interests in the Business Combination are included
in the definitive proxy statement referred to above for the
Business Combination.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, without
limitation, dMY II’s, GSG’s and Galileo NewCo’s expectations with
respect to future performance and anticipated financial impacts of
the Business Combination, the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. For example, projections of
the timing of the closing of the Business Combination, future
enterprise value, revenue and other metrics are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by dMY II and its
management, Galileo NewCo and GSG and their management, as the case
may be, are inherently uncertain. Factors that may cause actual
results to differ materially from current expectations include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Business Combination Agreement or any subsequent definitive
agreements with respect thereto; (2) the outcome of any legal
proceedings or regulatory matters or investigations that may be
instituted against dMY II, GSG, Galileo NewCo or others; (3) the
inability to complete the Business Combination due to the failure
to obtain approval of the shareholders of dMY II, to obtain
financing to complete the Business Combination or to satisfy other
conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a
result of applicable laws or regulations; (5) the ability to meet
stock exchange listing standards following the consummation of the
Business Combination; (6) the risk that the Business Combination
disrupts current plans and operations of dMY II or GSG as a result
of the announcement and consummation of the Business Combination;
(7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things,
competition, the ability of Galileo NewCo to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that dMY II, GSG or Galileo NewCo
may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID-19 on GSG’s business
and/or the ability of the parties to complete the Business
Combination; (12) GSG’s estimates of expenses and profitability and
underlying assumptions with respect to stockholder redemptions and
purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in dMY II’s
final prospectus relating to its initial public offering dated
August 17, 2020 and in dMY II’s and Galileo NewCo’s subsequent
filings with the SEC, including the definitive proxy statement,
relating to the Business Combination.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof. None of dMY II, GSG or
Galileo NewCo undertake any duty to update these forward-looking
statements.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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, or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20210329005724/en/
Genius Sports Group Limited: Media
Chris Dougan, Chief Communications Officer +1 (202)-766-4430
chris.dougan@geniussports.com
Tristan Peniston-Bird, The One Nine Three Group +44 7772 031 886
tristan.peniston-bird@the193.com
Investors Brandon Bukstel, Investor Relations Manager +1
(954)-554-7932 brandon.bukstel@geniussports.com
dMY Technology Group, Inc. II Media
ICR dmy2@icrinc.com
Investors Niccolo de Masi +1 (310) 600-6667
niccolo@dmytechnology.com
Harry You +1 (702) 781-4313 harry@dmytechnology.com
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