VG Acquisition Amends Proxy on 23andMe Deal to Adjust Accounting for Warrants and Target’s Losses

Virgin Group

VG Acquisition filed an amended S-4 registration statement in connection with its pending business combination with 23andMe, a consumer genetics and research company.

The amended filing includes restated financial statements for the SPAC’s fiscal year ended Dec. 31 in order to account for outstanding warrants as liabilities in accordance with applicable accounting rules and recent guidance from the SEC. The filing also updates information about 23andMe to disclose preliminary unaudited financial results for 23andMe’s fiscal 2021. That information begins on page 252 of the filing and shows 23andMe’s adjusted EBITDA decreased year over year for the company’s consumer and research services, while adjusted EBITDA losses for therapeutics in 2020 were approximately $53 million compared to adjusted EBITDA losses of nearly $32 million in 2019.

The transaction gives 23andMe an aggregate enterprise value of approximately $3.5 billion. Pending shareholder approval, the deal is expected to close in the second quarter. Read more.

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