Tailwind Two shareholders have approved the
previously announced business combination at the Extraordinary
General Meeting held on March 22, 2022
Transaction Expected to Close March 25,
2022
Tailwind Two Acquisition Corp. (NYSE: TWNT) (“Tailwind Two”), a
publicly traded special purpose acquisition company, today
announced that shareholders of record as of February 4, 2022
approved the previously announced business combination (the
“Business Combination”) with Terran Orbital Corporation (“Terran
Orbital”), a leading small satellite manufacturer primarily serving
the United States aerospace and defense industry, supported by over
94% of the shares of Tailwind Two voted at the extraordinary
general meeting of shareholders held on March 22, 2022.
Approximately 72% of total outstanding shares voted.
Ten proposals were considered and voted upon by Tailwind Two’s
stockholders at the extraordinary general meeting, all of which
were approved. The formal results of the vote will be included in a
Current Report on Form 8-K to be filed by with the U.S. Securities
and Exchange Commission by Tailwind Two.
Pursuant to the Business Combination, at the closing, Terran
Orbital will combine with Tailwind Two and the combined company’s
name will be Terran Orbital. Following the closing, Terran
Orbital’s common stock and warrants are expected to trade on the
New York Stock Exchange under the ticker symbols “LLAP” and “LLAP
WS,” respectively. The business combination is expected to close on
March 25, 2022.
Tailwind Two also announced today that it is permitting
shareholders to withdraw their redemption requests until 3:00 p.m.
Eastern Time, on March 24, 2022. Any shareholder wishing to
withdraw a redemption request may do so by contacting Tailwind
Two’s transfer agent, Continental Stock Transfer & Trust
Company, at the following email address:
proxy@continentalstock.com
“We look forward to completing the business combination and
bringing Terran Orbital public to help the company meet increased
demand from governments and corporations for small satellites in
low earth orbit,” said Philip Krim, Chairman of Tailwind Two.
“We are very pleased to have completed this milestone in the
go-public process and look forward to continuing to industrialize
the small satellite industry as a public company, better serving
our marquee government and private partners,” said Marc Bell,
Co-Founder, Chairman, and CEO of Terran Orbital.
About Tailwind Two Acquisition Corp.
Tailwind Two is a blank check company “for founders, by
founders” – formed for the purpose of effecting a merger, capital
share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more founder-led
businesses in a sector being disrupted by technological change.
Tailwind Two’s management team and directors have invested
extensively in founder-run businesses, with notable success in the
space industry. Tailwind Two is led by Chairman Philip Krim, and
Co-Chief Executive Officers Chris Hollod and Matt Eby. In addition
to the members of its management team and board of directors,
Tailwind Two has assembled an Advisory Board that will help
position Tailwind Two as the value-add partner of choice for
today’s leading entrepreneurs.
About Terran Orbital
Terran Orbital Corporation is a leading vertically integrated
provider of end-to-end satellite solutions. Terran Orbital combines
satellite design, production, launch planning, mission operations
and in-orbit support to meet the needs of the most demanding
military, civil and commercial customers. In addition, Terran
Orbital is developing the world’s largest, most advanced NextGen
Earth Observation constellation to provide persistent, real-time
earth imagery. Learn more at www.terranorbital.com.
Important Information and Where to Find It
In connection with the proposed business combination with Terran
Orbital, Tailwind Two filed with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 (as
amended or supplemented through the date hereof, the “Registration
Statement”) containing a definitive proxy statement/prospectus (the
“Proxy Statement/Prospectus”). The Registration Statement has been
declared effective by the SEC and is being mailed to Tailwind Two’s
shareholders. This press release does not contain all the
information that should be considered concerning the potential
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the potential
transaction. Tailwind Two's shareholders and other interested
persons are advised to read the Proxy Statement/Prospectus and
other documents filed in connection with the potential transaction,
as these materials will contain important information about Terran
Orbital, Tailwind Two and the potential transaction. Shareholders
will also be able to obtain copies of the Proxy
Statement/Prospectus and other documents filed with the SEC,
without charge at the SEC's website sec.gov.
Participants in the Solicitation
Tailwind Two and its directors and executive officers may be
deemed participants in the solicitation of proxies from Tailwind
Two's shareholders with respect to the potential transaction. A
list of the names of those directors and executive officers and a
description of their interests in Tailwind Two is contained in
Tailwind Two’s final prospectus relating to its initial public
offering dated March 8, 2021, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov.
Additional information regarding the interests of such participants
is contained in the Proxy Statement/Prospectus. Terran Orbital and
its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from Tailwind Two's
shareholders in connection with the potential transaction. A list
of the names of such directors and executive officers and
information regarding their interests in the potential transaction
are included in the Proxy Statement/Prospectus.
Non-Solicitation
This press release and any oral statements made in connection
with this press release shall not constitute an offer, nor a
solicitation of an offer, of the sale or purchase of any
securities, nor shall any securities of Terran Orbital or Tailwind
Two be offered or sold, in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. Neither the SEC nor any
state securities commission has approved or disapproved of the
transactions contemplated hereby or determined if this press
release is truthful or complete. Any representation to the contrary
is a criminal offense. Nothing in this press release constitutes
investment, tax or legal advice or a recommendation regarding any
securities. You should consult your own counsel and tax and
financial advisors as to legal and related matters concerning the
matters described herein, and you must make your own decisions and
perform your own independent investment and analysis of the
potential transactions.
Special Note Regarding Forward-Looking Statements
This press release includes certain forward-looking statements,
estimates, and projections provided by Terran Orbital that reflect
management's views regarding the anticipated future financial and
operating performance of Terran Orbital. Forward-looking statements
are statements that are not historical, including statements
regarding operational and financial plans, terms and performance of
Terran Orbital and other projections or predictions of the future.
Forward looking statements are typically identified by such words
as "project," "believe," "expect," "anticipate," "intend,"
"estimate," "may," "will," "should," and "could" and similar
expressions. Such statements, estimates, and projections reflect
numerous assumptions concerning anticipated results.
Forward-looking statements in this press release may include, for
example; statements about Terran Orbital's industry and market
sizes; future opportunities; expectations and projections
concerning future financial and operational performance and results
of Terran Orbital; and the potential transactions, including items
such as the implied enterprise value, ownership structure, the
amount of redemption requests made by Tailwind Two's shareholders,
the ability of Tailwind Two to issue equity or equity-linked
instruments in connection with the potential transactions or in the
future, the likelihood and ability of the parties to successfully
consummate the potential transactions, and those factors set forth
in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements; Market Ranking and Other
Industry Data" in the Proxy Statement/Prospectus. As these
assumptions may or may not prove to be correct and there are
numerous factors which will affect Terran Orbital's actual results
(many of which are beyond Terran Orbital's control), there can be
no assurances that any projected results are attainable or will be
realized. Terran Orbital and Tailwind Two disclaim any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events, or
otherwise, except as required by law. Terran Orbital's actual
results may differ materially from those set forth in this press
release. Accordingly, no representations are made as to the
accuracy, reasonableness or completeness of such statements,
estimates, or projections.
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version on businesswire.com: https://www.businesswire.com/news/home/20220322005910/en/
Sara Zick Moxie Communications sara@moxiegrouppr.com
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