- The proposed business combination is expected to close on
Monday, August 23, 2021, assuming RMG II receives shareholder
approval at the Extraordinary General Meeting of shareholders to be
held on Monday, August 16, 2021
- Following closing, the combined company’s shares and warrants
are expected to trade under the ticker symbols “RNW” and “RNWW”,
respectively, starting on Tuesday, August 24, 2021
RMG Acquisition Corporation II (NASDAQ: RMGB) (“RMG II”) announced today that it expects to close
its proposed business combination with ReNew Power Private Limited
(“ReNew Power”) on Monday, August 23,
2021, assuming RMG II receives shareholder approval at the
Extraordinary General Meeting of RMG II shareholders (the
“Extraordinary General Meeting”) to be
held on Monday, August 16, 2021. Following closing, the combined
company’s shares and warrants are expected to trade under the
ticker symbols “RNW” and “RNWW”, respectively, starting on Tuesday,
August 24, 2021.
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the full release here:
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The Extraordinary General Meeting to approve the proposed
business combination, among other items, will be held on Monday,
August 16, 2021 at 9:00 a.m., Eastern Time, via live webcast at
https://www.cstproxy.com/rmgii/2021.
RMG II Shareholder Vote
RMG II’s shareholders of record at the close of business on July
20, 2021 are entitled to receive notice of the Extraordinary
General Meeting and to vote their RMG II shares at the
Extraordinary General Meeting. The meeting will be a virtual
meeting of shareholders and will be conducted via live webcast. At
the Extraordinary General Meeting, shareholders will be asked to
approve and adopt the business combination and such other proposals
as disclosed in the definitive proxy statement/prospectus included
in the Registration Statement. If the business combination is
approved by RMG II shareholders, RMG II anticipates the closing the
business combination will occur on August 23, 2021, subject to the
satisfaction or waiver (as applicable) of all other closing
conditions.
The Extraordinary General Meeting will take place at 9:00 a.m.,
Eastern Time, on August 16, 2021 as a virtual meeting at the
following address: https://www.cstproxy.com/rmgii/2021. Investors
who hold RMG II’s shares in “street name” or in a margin or similar
account, which means that the shares are held of record by a
broker, bank or nominee, should contact their broker, bank or
nominee to ensure that votes related to the shares they
beneficially own are properly counted. In this regard, they must
instruct their broker, bank or other nominee how to vote the shares
they beneficially own in accordance with the voting instruction
form they receive from their broker, bank or other nominee. If they
wish to virtually attend the Extraordinary General Meeting and
vote, they must contact their broker, bank or other nominee to
obtain a legal proxy and instructions on the procedures to be
followed. Beneficial investors who own their investments through a
bank or broker and wish to attend the meeting will need to contact
Continental Stock Transfer & Trust Company to receive a control
number at least 72 hours before the Extraordinary General Meeting.
RMG II recommends that its shareholders wishing to vote at the
Extraordinary General Meeting log in at least 15 minutes before the
Extraordinary General Meeting start time. Please note that, in
order to safeguard the health of shareholders, directors and the
management team, RMG II shareholders are strongly encouraged to
attend the Extraordinary General Meeting virtually. RMG II
encourages its shareholders entitled to vote at the Extraordinary
General Meeting to vote their shares via proxy in advance of the
Extraordinary General Meeting by following the instructions on the
proxy card.
As announced previously, the business combination is to be
effected through a newly created holding company, ReNew Energy
Global plc (“ReNew Global”). RMG II
will become a wholly-owned subsidiary of ReNew Global, and ReNew
Global’s shares and warrants are expected to be traded on the
Nasdaq Stock Market under the new symbols “RNW” and “RNWW”,
respectively. At the closing of the business combination, each of
the RMG II units, shares and warrants will be delisted from the
Nasdaq Stock Market.
Important Information about the Business Combination and
Where to Find It
In connection with the business combination, RMG II and ReNew
Global have filed and will file relevant materials with the SEC,
including a Form F-4 registration statement filed by ReNew Global
on May 18, 2021 and amended on June 22, June 25, July 14 and July
22, 2021 (the “F-4”), which includes a
prospectus with respect to ReNew Global’s securities to be issued
in connection with the proposed business combination (the
“Prospectus”) and a proxy statement
(the “Proxy Statement”) with respect
to RMG II’s shareholder meeting at which RMG II’s shareholders will
be asked to vote on the proposed business combination and related
matters. RMG II SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ THE PROXY STATEMENT AND OTHER INFORMATION FILED
WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION, AS THESE
MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT RMG II, RENEW
GLOBAL, RENEW POWER AND THE BUSINESS COMBINATION. The F-4 was
declared effective by the SEC on July 28, 2021. The definitive
Proxy Statement and other relevant materials for the transaction
have been mailed to shareholders of RMG II as of July 29, 2021. The
F-4, Prospectus, Proxy Statement and other relevant materials in
connection with the business combination, and any other documents
filed with the SEC by RMG II and ReNew Energy, may be obtained free
of charge at the SEC’s website (www.sec.gov) or by writing to RMG
Acquisition Corporation II at c/o 57 Ocean, Suite 403, 5775 Collins
Avenue, Miami Beach, Florida 33140.
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
shareholders 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210812005567/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, CFA 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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