- NextGen stockholders approved the previously-announced business
combination.
- The closing of the business combination is expected to occur
before the end of December 2021.
- PIPE investors including Boeing, AE Industrial Partners, the
Virgin Group, Mubadala, and NextGen’s Sponsor to become public
shareholders.
- After the closing, Virgin Orbit common stock is expected to
begin trading on the Nasdaq under the symbol "VORB".
- Sir Richard Branson and Virgin Orbit executives expected to
ring the opening bell at the NASDAQ exchange on January 7,
2022.
- Transaction to result in gross proceeds of approximately $228
million to fund the Virgin Orbit growth plan.
- Virgin Orbit has successfully launched 19 satellites to date
and has launched satellites for all of its major customer segments:
civil, commercial, international, and national security.
- Virgin Orbit recently completed its final pre-launch rehearsal
for its January 2022 mission, which will carry satellites for three
customers into orbit.
- Virgin Orbit has recently signed new agreements with key
customers representing more than 30 launches, including having been
selected as the exclusive launch partner for ANA Holdings in
providing launch capability from Japanese soil, as well as Arqit,
and as a launch provider for Hypersat, Horizon Technologies, and
SatRevolution.
- Virgin Orbit is also developing its space solutions business,
taking equity stakes in several of its customers and compiling a
cross-cutting suite of space-based capabilities in Earth
Observation, intelligence, quantum encryption, and
communications.
- In 2022, Virgin Orbit expects to bring launch to the United
Kingdom for the first time, operating from Spaceport Cornwall in
support of UK Space Agency, Royal Air Force, and industrial
objectives.
NextGen Acquisition Corp. II (NASDAQ: NGCA) (“NextGen”)
stockholders today approved the previously-announced business
combination with Vieco USA, Inc., the parent company of Virgin
Orbit ("Virgin Orbit" or the "Company"), at a special meeting of
stockholders held today. A Form 8-K disclosing the full voting
results is expected to be filed with the Securities and Exchange
Commission.
Also today, NextGen and the Virgin Group announced that the
minimum cash condition required for the merger to be completed has
been satisfied, which will provide Virgin Orbit with growth capital
to continue its rapid ramp-up in commercial space launch. The
closing of the business combination is expected to occur before the
end of December 2021, subject to the expected satisfaction or
waiver of all closing conditions. Upon the closing of the business
combination, the combined company will be named “Virgin Orbit
Holdings, Inc.” and its common stock is expected to be listed on
the NASDAQ under the new ticker symbol “VORB”.
“We’re on track to end December with Virgin Orbit as a publicly
traded company – a fantastic way to celebrate and cap an incredible
year that started with delivering a dozen satellites for its first
customer, NASA, into their target orbit in January,” said Sir
Richard Branson, founder of Virgin Orbit. “Thanks to Dan and
his world-class team, along with the support of our partners at
NextGen and other investors, Virgin Orbit is well positioned to
continue revolutionizing satellite launch and building unrivalled
space technology that we believe will positively change the world.
With a diverse and global customer base, it is the only launch
company that can go anytime, from anywhere, to any orbit. With the
company preparing for a third consecutive successful launch in
January, I’m thrilled to support Virgin Orbit as it becomes a
publicly traded business and builds on the incredible successes
that we’ve seen this year.”
Dan Hart, Chief Executive Officer of Virgin Orbit,
commented, “This marks another major milestone for Virgin Orbit in
a year that has seen us prove our technology and place satellites
successfully into orbit for commercial enterprises, the US
government, and for our allies. The capital raised through this
transaction combined with our new access to the public markets,
will enable us to scale rocket manufacturing and extend our space
solutions business and product development while we continue to
expand globally through key partnerships with customers worldwide.
We have a world class team that has become known for their
creativity and skill for design and advanced manufacturing. We look
forward to driving enduring shareholder value by delivering
unrivaled mobility of launch and space access, and exciting space
solutions services.”
“The space economy is developing rapidly, and Virgin Orbit is
extremely well-positioned to benefit as the industry grows in the
years to come," noted George Mattson and Gregory Summe, the
Co-Founders of NextGen. “The company’s differentiated
technology drives huge benefits to customers in the national
security, civil, and commercial markets around the world. We are
excited to help Virgin Orbit progress into the next chapter of its
exciting journey as a public company.”
The transaction is expected to raise approximately $228 million
in gross proceeds, including $68M from trust proceeds and $160
million from a fully committed PIPE led by strategic and
institutional investors including Boeing and AE Industrial
Partners, in addition to existing Virgin Orbit investors Virgin
Group and Mubadala Investment Company. and members of NextGen’s
Sponsor.
The expected closing of the business combination comes at the
end of a busy year for Virgin Orbit that saw the company deliver
its first customer satellites to orbit, achieving a 100% mission
success rate for customers including NASA, the US Department of
Defense, the Royal Netherlands Air Force, and Polish company
SatRevolution. Two of those customers – the US Department of
Defense and SatRevolution – are again participating in the upcoming
Above the Clouds launch, joined by Spire Global, Inc (NYSE: SPIR),
which joined the manifest in December, a demonstration of the
LauncherOne system’s flexibility and responsiveness. Virgin Orbit
recently completed its final pre-launch rehearsal for that flight,
with the launch window scheduled to open on January 12, 2022.
Additionally, in the past four months alone, Virgin Orbit has
made announcements with the Southwest Research Institute, ANA
Holdings, Astroscale, SatRevolution, Hypersat, Horizon
Technologies, and Arqit Quantum (NASDAQ: ARQQ). For these customers
and others with forthcoming announcements, Virgin Orbit expects to
launch dozens of rockets in total, conducting missions ranging from
space debris mitigation to exploration and from environmental
monitoring to national security.
In serving those and other customers, Virgin Orbit plans to make
use of an expanding network of international spaceports. First
among them is Spaceport Cornwall in the United Kingdom, where
Virgin Orbit executives met with Prime Minister Boris Johnson as
part of the G7 Summit in June; the first LauncherOne mission from
Cornwall, expected in 2022, is expected to be the first ever launch
from the British Isles. The company was also selected by the
Brazilian Space Agency (Agência Espacial Brasileira; AEB) and
Brazilian Air Force (Força Aérea Brasileira, FAB) earlier this year
to bring orbital launch capability to Brazil. Adding to the global
scope of the program, ANA HOLDINGS INC., the owners of Japan’s
largest airline, announced in November that it has entered into a
memorandum of understanding with Virgin Orbit to procure twenty
flights of the LauncherOne rocket and to lead the effort to provide
funds and support for those orbital missions to launch from Japan’s
Oita Prefecture.
2021 also saw Virgin Orbit unveil its work in Space Solutions.
By selectively investing with constellation partners, the Company
is compiling a cross-cutting suite of end-to-end, value-added
services for Earth Observation and the Internet of Things (IoT)
applications, using the “Satellites as a Service” model to serve
markets including national security, ship management, aviation,
pipeline monitoring, intelligent agriculture, and more, helping
improve efficiency across some of the world’s biggest industries.
As part of this strategy, Virgin Orbit has recently announced
investments in innovative satellite companies such as quantum
encryption company Arqit (NASDAQ: ARQQ), marine intelligence
company Horizons Technologies, and geospatial analytics company
HyperSat. The company has also announced commercial partnerships
with BigBear.ai and Redwire to develop and enhance its next
generation space solutions offerings.
To celebrate the expected closing of the merger, Sir Richard
Branson and Virgin Orbit expect to ring the Opening Bell on the
NASDAQ on Friday, January 7, only a few days before the opening of
the launch window for the company’s next mission, Above the Clouds,
which is expected to deliver seven satellites into Low Earth
Orbit.
ABOUT VIRGIN ORBIT
Virgin Orbit operates one of the most flexible and responsive
space launch systems ever built. Founded by Sir Richard Branson in
2017, the company began commercial service in 2021, and has already
delivered commercial, civil, national security, and international
satellites into orbit. Virgin Orbit’s LauncherOne rockets are
designed and manufactured in Long Beach, California, and are
air-launched from a modified 747- 400 carrier aircraft that allows
Virgin Orbit to operate from locations all over the world in order
to best serve each customer’s needs. On August 22, 2021, Virgin
Orbit entered into a definitive agreement to combine with NextGen
Acquisition Corp. II (NASDAQ: NGCA), a special purpose acquisition
company, which would result in Virgin Orbit becoming a publicly
listed company on the Nasdaq Stock Market under the symbol VORB. To
learn more, visit virginorbit.com.
ABOUT NEXTGEN ACQUISITION CORP.
II
NextGen Acquisition Corp. II is a blank check company whose
business purpose is to effect a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. NextGen is led by George
Mattson, a former Partner at Goldman, Sachs & Co., and Gregory
Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of
the Carlyle Group. NextGen is listed on NASDAQ under the ticker
symbol "NGCA." For more information, please visit
www.nextgenacq.com.
IMPORTANT LEGAL
INFORMATION
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including with
respect to the proposed transaction between Vieco USA and NextGen.
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 press release, 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 NextGen’s securities, (ii) the risk that the transaction may not
be completed by NextGen’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by NextGen, (iii) the failure to
satisfy the conditions to the consummation of the transaction, (iv)
the lack of a third party valuation in determining whether or not
to pursue the proposed transaction, (v) the inability to complete
the PIPE investment in connection with the transaction, (vi) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (vii) the
effect of the announcement or pendency of the transaction on Vieco
USA’s business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts
current plans and operations of Vieco USA and potential
difficulties in Vieco USA employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be
instituted against Vieco USA or against NextGen related to the
Merger Agreement or the proposed transaction, (x) the ability to
maintain the listing of NextGen’s securities on a national
securities exchange, (xi) the price of NextGen’s securities may be
volatile due to a variety of factors, including changes in the
competitive and regulated industries in which NextGen plans to
operate or Vieco USA operates, variations in operating performance
across competitors, changes in laws and regulations affecting
NextGen’s or Vieco USA’s business, Vieco USA’s inability to
implement its business plan or meet or exceed its financial
projections 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, (xiii) the ability
of Vieco USA to implement its strategic initiatives and continue to
innovate its existing products, (xiv) the ability of Vieco USA to
defend its intellectual property, (xv) the ability of Vieco USA to
satisfy regulatory requirements, (xvi) the impact of the COVID-19
pandemic on Vieco USA’s and the combined company’s business and
(xvii) the risk of downturns in the commercial launch services,
satellite and spacecraft industry. 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 NextGen’s definitive proxy statement/prospectus
filed by NextGen with the SEC on December 7, 2021 and other
documents filed or that may be filed by NextGen from time to time
with 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 Vieco USA and NextGen 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 Vieco USA nor NextGen gives
any assurance that either Vieco USA or NextGen, or the combined
company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211228005152/en/
MEDIA ENQUIRIES Media,
Virgin Orbit: Alison Patch, Senior Director of Communications
press@virginorbit.com +1-949-616-2504
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