TPG Pace Tech Opportunities (NYSE: PACE), today announced that
its registration statement on Form S-4 (the “Registration
Statement”) in connection with its previously announced proposed
business combination (the “Business Combination”) with Nerdy (“the
Company” or “Nerdy”), a leading platform for delivering live online
learning, has been declared effective by the U.S. Securities and
Exchange Commission (“SEC”). The Registration Statement provides
important information about TPG Pace Tech Opportunities, Nerdy and
the Business Combination.
TPG Pace Tech Opportunities also announced today a record date
of August 16, 2021 (the “Record Date”) and a meeting date of
September 14, 2021 for its extraordinary general meeting (the
“Special Meeting”) to approve the Business Combination. The closing
of the Business Combination is subject to approval by TPG Pace Tech
Opportunities’ shareholders, and the satisfaction of other
customary closing conditions. The Business Combination is expected
to close promptly after the Special Meeting.
Upon closing, the combined company is expected to remain listed
on the New York Stock Exchange with its common stock and warrants
trading under the new ticker symbols, “NRDY” and “NRDY WS”,
respectively.
The meeting will be held at 10:00 am Eastern Time, on September
14, 2021 at https://www.cstproxy.com/tpgpacetechopportunities/2021
and at the offices of Vinson & Elkins L.L.P., located at 1114
Avenue of the Americas, 32nd Floor, New York, NY 10036. TPG Pace
Tech Opportunities has determined that the meeting will be a hybrid
virtual meeting conducted via live webcast in order to facilitate
stockholder attendance and participation. To register and receive
access to the hybrid virtual meeting, registered shareholders and
beneficial shareholders (those holding shares through a stock
brokerage account or by a bank or other holder of record) will need
to follow the instructions applicable to them provided in the proxy
statement. TPG Pace Tech Opportunities recommends all stockholders
vote in advance of the Special Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt.
Your Vote FOR ALL Proposals Is Important, No Matter How Many or
How Few Shares You Own. If you have any questions or need
assistance voting, please contact Morrow Sodali LLC, our proxy
solicitor, by calling (800) 662-5200, or banks and brokers can call
collect at (203) 658-9400, or by emailing
pace.info@investor.morrowsodali.com.
Important Information
Neither the SEC or any state securities commission has approved
or disapproved of the securities to be issued in connection with
the Business Combination, or determined if the Registration
Statement is accurate or adequate.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with $96 billion of assets under management and offices in Beijing,
Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Mumbai, New
York, San Francisco, Seoul, Singapore, and Washington D.C. TPG's
investment platforms are across a wide range of asset classes,
including private equity, growth equity, impact investing, real
estate, secondaries, and public equity. TPG aims to build dynamic
products and options for its investors while also instituting
discipline and operational excellence across the investment
strategy and performance of its portfolio. For more information,
visit www.tpg.com or @TPG on Twitter.
About TPG Pace Group and TPG Pace Tech Opportunities
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient and highly flexible
investor base, allowing it to seek compelling opportunities that
will thrive in the public markets. TPG Pace Group has sponsored
seven SPACs and raised more than $4.4 billion since 2015.
TPG Pace Tech Opportunities is a publicly listed (NYSE: PACE)
special purpose acquisition company, which raised $450 million in
its October 2020 IPO along with $150 million of forward purchase
agreements in order to seek a business combination with a leading
technology company that complements the experience and expertise of
our management team and TPG and is a business that TPG’s
transformative operating skills and strategic advice can help
improve. For more information, visit
https://www.tpg.com/pace-tech-opportunities.
About Nerdy
Nerdy is a leading curated direct-to-consumer platform for live
online learning. Nerdy’s mission is to transform the way people
learn through technology. The Company’s purpose-built proprietary
platform leverages technology, including AI, to connect learners of
all ages to experts, delivering superior value on both sides of the
network. Nerdy’s comprehensive learning destination provides
learning experiences across 3,000+ subjects and multiple
formats—including one-on-one instruction, small group classes,
large format group classes, and adaptive self-study. Nerdy’s
flagship business, Varsity Tutors, is one of the nation’s largest
platforms for live online tutoring and classes. Learn more about
Nerdy at https://www.nerdy.com/.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed Business
Combination between Nerdy and TPG Pace Tech Opportunities or
otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except in a transaction exempt
from registration under the Securities Act or by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, and applicable regulations in the Cayman Islands.
Additional Information and Where to Find It
In connection with the proposed Business Combination, TPG Pace
Tech Opportunities filed the Registration Statement, which has
become effective. Additionally, TPG Pace Tech Opportunities will
file other relevant materials with the SEC in connection with the
proposed Business Combination. The materials filed or to be filed
by TPG Pace Tech Opportunities with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. Investors and security
holders of TPG Pace Tech Opportunities are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed Business Combination because they
contain or will contain important information about the Business
Combination and the parties to the Business Combination.
Participants in the Solicitation
TPG Pace Tech Opportunities, Nerdy and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of TPG Pace
Tech Opportunities in connection with the proposed Business
Combination. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of TPG Pace Tech Opportunities’ executive
officers and directors in the solicitation by reading TPG Pace Tech
Opportunities’ Annual Report on Form 10-K/A for the year ended
December 31, 2020, filed with the SEC on May 14, 2021, and the
Registration Statement and other relevant materials filed with the
SEC in connection with the Business Combination when they become
available. Other information concerning the interests of
participants in the solicitation, which may, in some cases, be
different than those of their shareholders generally, will be set
forth in the proxy statement/prospectus relating to the Business
Combination when it becomes available.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed Business
Combination, TPG Pace Tech Opportunities’ ability to consummate the
transaction, the benefits of the transaction and TPG Pace Tech
Opportunities’ future financial performance following the
transaction, as well as TPG Pace Tech Opportunities’ strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used herein,
including any oral statements made in connection herewith, the
words “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management’s current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law, TPG
Pace Tech Opportunities disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date hereof or any new information. TPG Pace Tech
Opportunities cautions you that these forward-looking statements
are subject to risks and uncertainties, most of which are difficult
to predict and many of which are beyond the control of TPG Pace
Tech Opportunities. These risks include, but are not limited to,
(1) the inability to complete the transactions contemplated by the
proposed Business Combination; (2) the inability to recognize the
anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3) any inability of Nerdy to adequately protect its
intellectual property; (4) any security breaches, loss of data or
other disruptions; (5) any loss of key employees, including Nerdy’s
Founder, Chairman and Chief Executive Officer; (6) effects on TPG
Pace Tech Opportunities’ public securities’ liquidity and trading;
(7) the market’s reaction to the proposed Business Combination; (8)
the lack of a market for TPG Pace Tech Opportunities’ securities;
(9) TPG Pace Tech Opportunities’ financial performance following
the proposed Business Combination; (10) costs related to the
proposed Business Combination; (11) changes in applicable laws or
regulations; (12) the possibility that the novel coronavirus
(“COVID-19”) may hinder TPG Pace Tech Opportunities’ ability to
consummate the Business Combination; (13) the possibility that
COVID-19 may adversely affect the results of operations, financial
position and cash flows of TPG Pace Tech Opportunities or Nerdy;
(14) the possibility that TPG Pace Tech Opportunities or Nerdy may
be adversely affected by other economic, business and/or
competitive factors; and (15) other risks and uncertainties
indicated from time to time in documents filed or to be filed with
the SEC by TPG Pace Tech Opportunities. Should one or more of the
risks or uncertainties described herein and in any oral statements
made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may
impact TPG Pace Tech Opportunities’ expectations and projections
can be found in TPG Pace Tech Opportunities’ initial public
offering prospectus, which was filed with the SEC on October 8,
2020, and the Registration Statement. In addition, TPG Pace Tech
Opportunities’ periodic reports and other SEC filings are available
publicly on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210819005790/en/
Media: Nerdy Inc. press@nerdy.com Investor
Relations: TPG/TPG Pace Luke Barrett media@tpg.com
ICR for Nerdy Inc. investors@nerdy.com nerdy@icrinc.com
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