SUNNYVALE, Calif. and NEW
YORK, Feb. 4, 2021 /PRNewswire/
-- 23andMe, Inc., a leading consumer genetics and research
company, and VG Acquisition Corp. (NYSE: VGAC), a special purpose
acquisition company sponsored by Virgin Group, announced today that
they have entered into a definitive merger agreement. Upon
completion of the transaction, estimated in the second calendar
quarter of 2021, VGAC will change its New York Stock Exchange
(NYSE) ticker symbol, and the combined company's securities will
trade under the ticker symbol "ME".
23andMe Overview
23andMe's mission is to help people access, understand and
benefit from the human genome. The company pioneered
direct-to-consumer genetic testing, giving consumers unique,
personalized information about their genetic health risks, ancestry
and traits. 23andMe is the only consumer genetic testing company
with multiple FDA clearances for over-the-counter health and
carrier status reports. The company is dedicated to empowering its
customers with information they can use to make better decisions
about their healthcare, helping them to live healthier lives.
23andMe offers its customers the option to participate in
genetic research. To date, more than 80% of customers have chosen
to participate. This participation, which has helped create a
premier re-contactable database for genetic research, enables
23andMe to analyze genotypic and phenotypic data and to discover
new genetic insights. These insights unlock future opportunities
across health, therapeutics and other areas. 23andMe's dedicated
therapeutics group leverages the company's research platform to
help discover novel treatments for patients with serious unmet
medical needs. The company has generated a broad pipeline of more
than 30 therapeutic programs, spanning oncology, respiratory,
cardiovascular diseases and more.
"As a fellow industry disruptor as well as early investor in
23andMe, we are thrilled to partner with Sir Richard Branson and VG Acquisition Corp. as we
approach the next phase of our business, which will create new
opportunities to revolutionize personalized healthcare and
medicine," said Anne Wojcicki, CEO
and Co-Founder of 23andMe. "We have always believed that healthcare
needs to be driven by the consumer, and we have a huge opportunity
to help personalize the entire experience at scale, allowing
individuals to be more proactive about their health and wellness.
Through a genetics-based approach, we fundamentally believe we can
transform the continuum of healthcare."
"Of the hundreds of companies we reviewed for our SPAC, 23andMe
stands head and shoulders above the rest," said Sir Richard Branson, Virgin Group Founder. "As an
early investor, I have seen 23andMe develop into a company with
enormous growth potential. Driven by Anne's vision to empower
consumers, and with our support, I'm excited to see 23andMe make a
positive difference to many more people's lives."
Key Transaction Terms
On February 4, 2021, VG
Acquisition Corp. (NYSE: VGAC) entered into a definitive agreement
to combine with 23andMe through a combination of stock and cash
financing. The business combination values 23andMe at an enterprise
value of approximately $3.5
billion.
The transaction is expected to deliver up to $759 million of gross proceeds through the
contribution of up to $509 million of
cash held in VG Acquisition Corp.'s trust account and a concurrent
$250 million private placement (PIPE)
of common stock, priced at $10.00 per
share. Sir Richard Branson, Founder
of the Virgin Group, and Anne
Wojcicki, CEO and Co-Founder of 23andMe, are each investing
$25 million in the PIPE and are
joined by leading institutional investors, including funds managed
by Fidelity Management & Research Company LLC, Altimeter
Capital, Casdin Capital and Foresite Capital.
As part of the transaction, 23andMe's existing equity holders
will roll 100% of their equity into the combined company. Assuming
no public shareholders of VG Acquisition Corp. exercise their
redemption rights, 23andMe will be capitalized with up to
$984 million in cash to fund
operations and support new and existing growth initiatives.
The transaction, which has been unanimously approved by the
Boards of Directors of each of 23andMe and VG Acquisition Corp., is
subject to approval by VG Acquisition Corp.'s shareholders and
other customary closing conditions. The transaction is expected to
close in the second calendar quarter of 2021.
A more detailed description of the transaction terms and a copy
of the Agreement and Plan of Merger will be included in a current
report on Form 8-K to be filed by VG Acquisition Corp. with the
United States Securities and Exchange Commission (the "SEC"). VG
Acquisition Corp. will file a registration statement (which will
contain a proxy statement/prospectus) with the SEC in connection
with the transaction.
Advisors
Citi is serving as lead financial advisor, capital markets
advisor and placement agent to 23andMe. Morgan, Lewis & Bockius
LLP is serving as legal counsel to 23andMe.
Credit Suisse acted as lead financial advisor, capital markets
advisor and placement agent to VG Acquisition Corp. LionTree
Advisors acted as financial advisor and Davis Polk & Wardwell LLP is serving as
legal counsel to VG Acquisition Corp.
Investor Management Presentation
23andMe and VG Acquisition Corp. management will host a
conference call on February 4, 2021
at 8:00 am ET to review an investor
presentation. The conference call can be accessed at
https://mediacenter.23andme.com/company/investors/. A recording of
the webcast will be available online following the conference call,
through VG Acquisition Corp. at
https://vgacquisition.com/investor-relations/ and 23andMe at
https://mediacenter.23andme.com/company/investors/. The
presentation will also be filed with the SEC by VG Acquisition
Corp. as an exhibit to a Current Report on Form 8-K, which can be
viewed on the SEC's website at www.sec.gov.
About 23andMe
23andMe, Inc., headquartered in Sunnyvale, CA, is a leading consumer genetics
and research company. Founded in 2006, the company's mission is to
help people access, understand, and benefit from the human genome.
23andMe has pioneered direct access to genetic information as the
only company with multiple FDA clearances for genetic health
reports. The company has created the world's largest crowdsourced
platform for genetic research, with 80% of its customers electing
to participate. The 23andMe research platform has generated more
than 180 publications on the genetic underpinnings of a wide range
of diseases. The platform also powers the 23andMe Therapeutics
group, currently pursuing drug discovery programs rooted in human
genetics across a spectrum of disease areas, including oncology,
respiratory, and cardiovascular diseases, in addition to other
therapeutic areas. More information is available at
www.23andMe.com.
About VG Acquisition Corp.
VG Acquisition Corp. was formed for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. The management team includes Sir Richard Branson, founder of the Company, a
renowned global entrepreneur and founder of the Virgin Group;
Josh Bayliss, the Company's Chief
Executive Officer and director, who is the Chief Executive Officer
of the Virgin Group and is responsible for the Virgin Group's
strategic development, licensing of the brand globally and
management of direct investments on behalf of the Virgin Group in
various companies around the world; and Evan Lovell, the Company's Chief Financial
Officer and director, who is the Chief Investment Officer of the
Virgin Group and is responsible for managing the Virgin Group's
investment team and portfolio in North America. More
information is available at https://vgacquisition.com/.
Forward-Looking Statements
This communication contains certain "forward-looking statements"
including statements regarding the anticipated timing and benefits
of the merger (the "Transaction") between VG Acquisition Corp.
("VG") and 23andMe, Inc. ("23andMe"). The words "anticipate",
"believe", "continue", "could", "estimate", "expect", "intends",
"may", "might", "plan", "possible", "potential", "predict",
"project", "should", "would" and similar expressions may identify
forward looking statements, but the absence of these words does not
mean that a statement is not forward looking. The forward-looking
statements contained herein are based on 23andMe's current
expectations and beliefs concerning future developments and their
potential effects, but there can be no assurance that these will be
as anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond the control of
23andMe) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements. These factors include,
among others: the inability to complete the Transaction; the
inability to recognize the anticipated benefits of the proposed
Transaction, including due to the failure to receive required
security holder approvals, or the failure of other closing
conditions; and costs related to the proposed Transaction. Except
as required by law, VG and 23andMe do not undertake any obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
Additional Information
VG intends to file with the SEC a registration statement on Form
S-4, which will include a preliminary proxy statement of VG and a
prospectus. The definitive proxy statement and other relevant
documents will be mailed to stockholders of VG as of a record date
to be established for voting on the business combination.
Shareholders of VG and other interested persons are advised to
read, when available, the preliminary proxy statement, and
amendments thereto, and the definitive proxy statement because
these documents will contain important information about VG,
23andMe and the Transaction. Shareholders will also be able to
obtain copies of the registration statement and the proxy
statement/prospectus, without charge, by directing a request to: VG
Acquisition Corp. 65 Bleecker Street, 6th Floor, New York NY 10012. These documents, once
available, and VG's annual and other reports filed with the SEC can
also be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
VG, 23andMe and their respective directors, executive officers,
other members of management and employees may be deemed to be
participants in the solicitation of proxies from VG's shareholders
in connection with the Transaction. Information regarding the names
and interests in the proposed transaction of VG's directors and
officers is contained in VG's filings with the SEC. Additional
information regarding the interests of such potential participants
in the solicitation process will also be included in the
registration statement (and will be included in the definitive
proxy statement/prospectus) and other relevant documents when they
are filed with the SEC.
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SOURCE 23andMe, Inc.
