Virgin Group Acquisition Corp. II’s Shareholders Approve Business Combination with Grove Collaborative

Rhea-AI Summary

Virgin Group Acquisition Corp. II (VGII) announced that over 91% of shareholders approved its business combination with Grove Collaborative Inc. at a Special Meeting. The deal is expected to finalize on June 16, 2022, after meeting customary conditions. Following the merger, VGII will rebrand as Grove Collaborative Holdings, Inc., with shares trading under the new ticker symbols 'GROV' and 'GROV WS' starting June 17, 2022. This merger signifies a strategic move to enhance market presence in sustainable consumer products.

Positive

• Over 91% of VGII shareholders approved the combination with Grove Collaborative.
• The merger enhances VGII's market presence in eco-friendly consumer products.
• Grove Collaborative's unique positioning as a Certified B Corp supports sustainability initiatives.

Negative

• The business combination is subject to customary closing conditions, introducing uncertainty.
• Potential regulatory approvals may delay the finalization of the merger.

NEW YORK--(BUSINESS WIRE)-- Virgin Group Acquisition Corp. II (“VGII”) (NYSE: VGII), a publicly traded special purpose acquisition company sponsored by Virgin Group, today announced that its shareholders voted to approve the previously announced business combination with Grove Collaborative, Inc. at VGII’s extraordinary general meeting of shareholders (the "Special Meeting") held earlier today.

More than 91% of the votes cast at the Special Meeting were in favor of the approval of the business combination. VGII shareholders also voted overwhelmingly to approve the other proposals presented at the Special Meeting.

The business combination is expected to close on June 16, 2022, subject to the satisfaction of customary closing conditions. In connection with the consummation of the business combination, VGII will change its name to “Grove Collaborative Holdings, Inc.” (“New Grove”). New Grove’s shares and warrants are expected to begin trading on the New York Stock Exchange (”NYSE”) under the ticker symbols "GROV" and "GROV WS", respectively on June 17, 2022.

About Virgin Group Acquisition Corp. II

Virgin Group Acquisition Corp. II 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. Sir Richard Branson, is the Founder of the Company, Founder of the Virgin Group and a renowned global entrepreneur and the management team includes 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.

About Grove Collaborative

Launched in 2016 as a Certified B Corp, Grove Collaborative is transforming consumer products into a positive force for human and environmental good. Driven by the belief that sustainability is the only future, Grove creates and curates over 150 high-performing eco-friendly brands of household cleaning, personal care, laundry, clean beauty, baby and pet care products serving millions of households across the U.S. each year. With a flexible monthly delivery model and access to knowledgeable Grove Guides, Grove makes it easy for everyone to build sustainable routines.

Every product Grove offers — from its flagship brand of sustainably powerful home care essentials, Grove Co., plastic-free, vegan personal care line, Peach Not Plastic, and zero-waste pet care brand, Good Fur, to its exceptional third-party brands — has been thoroughly vetted against strict standards to be uncompromisingly healthy, beautifully effective, ethically produced and cruelty-free. Grove Collaborative is a public benefit corporation on a mission to move Beyond Plastic™ and in 2021, entered physical retail for the first time at Target stores nationwide, making sustainable home care products even more accessible. Grove is the first plastic neutral retailer in the world and is committed to being 100% plastic-free by 2025. For more information, visit www.grove.com.

Caution Concerning Forward-Looking Statements

This press release contains 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, including statements regarding our or our management team's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations, revenue growth and financial performance, product expansion and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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 in this press release are based on our current expectations and beliefs made by the management of VGII and Grove in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on VGII and Grove as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting VGII or Grove will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including that the VGII stockholders will approve the transaction, regulatory approvals, product and service acceptance, and that, Grove will have sufficient capital upon the approval of the transaction to operate as anticipated. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of VGII's filings with the SEC, and in VGII's current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to VGII and Grove as of the date hereof, and VGII and Grove assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220614006025/en/

Investor Relations:

Alexis Tessier

ir@grove.co

Media Relations:

Meika Hollender

pr@grove.co

Source: Grove Collaborative

FAQ

What was the outcome of the VGII shareholder meeting regarding Grove Collaborative?

Over 91% of VGII shareholders voted in favor of the business combination with Grove Collaborative.

When is the VGII and Grove Collaborative merger expected to close?

The merger is expected to close on June 16, 2022.

What will be VGII's new name and ticker symbols after the merger?

VGII will be renamed Grove Collaborative Holdings, Inc., with ticker symbols 'GROV' for shares and 'GROV WS' for warrants.

What impact does the merger have on VGII shareholders?

The merger positions VGII to capitalize on the growing market for sustainable consumer products.

What percentage of votes were required for the VGII acquisition to pass?

More than 91% of the votes cast were in favor of the acquisition.