Item 8.01 Other Events.
On August 2, 2021, RMG Acquisition Corporation II ("RMG II") issued a press
release in connection with its upcoming extraordinary general meeting of
shareholders, scheduled for August 16, 2021 at 9:00 a.m. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits:
Exhibit
No. Description
99.1 Press Release, dated August 2, 2021
Important Information and Where to Find It
This document relates to a proposed transaction between ReNew Power Private
Limited ("ReNew Power") and RMG II. This document does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. ReNew Energy
Global plc ("ReNew Global") filed a registration statement on Form F-4 on
May 17, 2021 that includes a proxy statement of RMG II and a prospectus of ReNew
Global. The proxy statement/prospectus will be sent to all RMG II shareholders.
RMG II also will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security holders of
RMG II are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by ReNew Global and RMG II through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by RMG II may be
obtained free of charge from RMG II's website at www.rmgacquisition.com or by
written request to RMG II at RMG Acquisition Corporation II, 50 West Street,
Suite 40C, New York, New York 10006.
Participants in the Solicitation
RMG II, ReNew Global and ReNew and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from
RMG II's shareholders in connection with the proposed transaction. Information
about RMG II's directors and executive officers and their ownership of
RMG II's securities is set forth in RMG II's filings with the SEC, including RMG
II's amendment no. 2 to its Annual Report on Form 10-K/A, which was filed with
the SEC on May 11, 2021. To the extent that holdings of RMG II's securities have
changed since the amounts printed in RMG II's proxy statement, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the interests of those persons
and other persons who may be deemed participants in the proposed transaction may
be obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed transaction between
ReNew, ReNew Global and RMG II, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction, the services offered
by ReNew and the markets in which it operates, and ReNew's projected future
results. 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 document, 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 RMG II's
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securities, (ii) the risk that the transaction may not be completed by RMG II's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by RMG II, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the agreement and plan of merger by the shareholders of RMG II, the
satisfaction of the minimum trust account amount following redemptions by RMG
II's public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the agreement
and plan of merger, (vi) the effect of the announcement or pendency of the
transaction on ReNew's business relationships, performance, and business
generally, (vii) risks that the proposed transaction disrupts current plans of
ReNew or diverts management's attention from ReNew's ongoing business operations
and potential difficulties in ReNew employee retention as a result of the
proposed transaction, (viii) the outcome of any legal proceedings that may be
instituted against ReNew, RMG II or their respective directors or officers
related to the agreement and plan of merger or the proposed transaction,
(ix) the amount of the costs, fees, expenses and other charges related to the
proposed transaction, (x) the ability to maintain the listing of RMG II's
securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II's securities
may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which ReNew plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting ReNew's business 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, including the conversion of pre-orders into binding
orders, (xiii) the ability of RMG II to issue equity or equity-linked securities
in connection with the transaction or in the future, (xiv) the risk of downturns
in the renewable energy industry and (xv) the impact of the global COVID-19
pandemic on any of the foregoing. 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 ReNew
Global's proxy statement/prospectus on Form F-4, the proxy statement/prospectus
discussed below, RMG II's amendment no. 2 to its Annual Report on Form 10-K/A
and other documents filed by ReNew Global or RMG II 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 ReNew Global, ReNew and RMG II
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.
None of ReNew Global, ReNew or RMG II give any assurance that ReNew Global,
ReNew or RMG II will achieve its expectations. The inclusion of any statement in
this communication does not constitute an admission by ReNew Global, ReNew or
RMG II or any other person that the events or circumstances described in such
statement are material.
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