Virgin Group Acquisition II in an 8-K filing said its board discussed the status of its merger agreement with sustainable consumer products company Grove Collaborative, noting that changes in general economic conditions and the failure by Grove to meet its first-quarter projections are not permitted to be considered in determining whether a material adverse event has occurred.
This precludes the Virgin board from reversing its recommendation that shareholders vote in favor of the merger, according to the filing. The board also noted that shareholders still have the right of redemption.
Grove management’s discussion of the financials, as well as unaudited statements, are included in the filing.
Announced in December, the combined company would have a pro forma enterprise value of $1.5 billion.
If approved, Grove will be listed on the NYSE under the new GROV ticker symbol.
The transaction is expected to provide up to $435 million in net proceeds, including an $87 million fully committed common stock PIPE from an affiliate of the sponsor of VGII and new and existing Grove investors, including Lone Pine Capital, Sculptor Capital Management, General Atlantic and Paul Polman, as well as $348 million in proceeds from VGII’s trust account net of estimated transaction expenses (and subject to reduction based on any redemptions). Read more.
