RMG Acquisition Corporation II (NASDAQ: RMGB) (“RMG II”), a
publicly-traded special purpose acquisition company, reminds its
shareholders to vote in favor of the previously announced business
combination (the “Business Combination”) with ReNew Power Private
Limited (“ReNew Power”), India’s leading renewable energy
company.
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Shareholders who owned common stock of RMG II as of the close of
business on July 20, 2021 (the “Record Date”), may vote their
shares. Shareholders as of the Record Date continue to have the
right to vote their shares, regardless of whether such shareholders
subsequently sold their shares and do not own such shares as of the
date they cast their vote.
The extraordinary general meeting of RMG II shareholders to
approve the pending Business Combination (the “Extraordinary
General Meeting”) is scheduled to be held on August 16, 2021 at
9:00 a.m. Eastern Time. The Extraordinary General Meeting will be
conducted virtually, and can be accessed via live webcast at
https://www.cstproxy.com/rmgii/2021.
Additional information on how shareholders of record may vote
their shares can be found at
https://www.rmgacquisition.com/rmgb2-vote.
Every shareholder’s vote is
important, regardless of the number of shares held.
Accordingly, all RMG II shareholders who held shares as of the
Record Date who have not yet voted are encouraged to do so as soon
as possible and by no later than 9:00 a.m. Eastern Time on August
16, 2021. For the avoidance of doubt, RMG II shareholders who owned
shares as of the Record Date and subsequently sold all or a portion
of their shares are STILL entitled to vote, and are encouraged to
do so. RMG II’s board of directors recommends you vote “FOR” the
Business Combination with ReNew Power and “FOR” all of the related
proposals described in the definitive proxy statement on Schedule
14A (the “Proxy Statement”) filed by RMG II with the Securities and
Exchange Commission (“SEC”) on July 28, 2021.
These are the two easiest and fastest ways to vote – and they
are both free:
- Vote Online (Highly
Recommended): Follow the instructions provided by your broker,
bank or other nominee on the Voting Instruction Form mailed (or
e-mailed) to you. To vote online, you will need your voting control
number, which you can find on your Voting Instruction Form. Votes
submitted electronically over the Internet must be received by
11:59 p.m., Eastern Time, on August 15, 2021.
- Vote by Telephone: Follow
the instructions provided by your broker, bank or other nominee on
the Voting Instruction Form mailed (or e-mailed) to you. To vote
via the automated telephone service, you will need your voting
control number, which you can find on your Voting Instruction Form.
Votes submitted over the telephone must be received by 11:59 p.m.,
Eastern Time, on August 15, 2021.
Additionally, you can also vote by mail:
- Vote by Mail: Follow the
instructions provided by your broker, bank or other nominee on the
Voting Instruction Form mailed or e-mailed to you. You will need
your voting control number which is included on the Voting
Instruction Form mailed or e-mailed to you in order to vote by
mail. Please be sure to, (1) mark, sign and date your Voting
Instruction Form, (2) fold and return your Voting Instruction Form
in the postage-paid envelope provided, and (3) mail your Voting
Instruction Form to ensure receipt on or before August 13,
2021.
YOUR CONTROL NUMBER IS FOUND ON YOUR
VOTING INSTRUCTION FORM. If you did not receive or
misplaced your Voting Instruction Form, contact your bank, broker
or other nominee to obtain your control number in order to vote. A
bank, broker or other nominee is a person or firm that acts as an
intermediary between an investor and the stock exchange who can
help you vote your shares.
If any individual RMG II shareholder, who held shares as of the
July 20, 2021 record date for voting, does not receive the Proxy
Statement, such shareholder should (i) confirm their Proxy
Statement’s status with their broker, (ii) contact Morrow Sodali
LLC, RMG II’s proxy solicitor, for assistance via e-mail at
RMGB.info@investor.morrowsodali.com or toll-free call at (800)
662-5200 and banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400, or (iii) contact RMG II by mail at 57
Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida 33140
or by telephone at (786) 584-8352.
Important Information for Investors and Shareholders
In connection with the proposed business combination, RMG II
filed the Proxy Statement and other relevant documents with the
SEC. Shareholders and other interested persons are urged to read
the Proxy Statement and any other relevant documents filed with the
SEC because they contain important information about RMG II, ReNew
Power and the proposed business combination. Shareholders may
obtain a free copy of the Proxy Statement, as well as other filings
containing information about RMG II, ReNew Power and the proposed
business combination, without charge, at the SEC’s website located
at www.sec.gov.
Participants in the Solicitation
RMG II, ReNew Global and ReNew Power 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 for the year
ended December 31, 2020, 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/consent solicitation
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
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 RMG II, ReNew Global and ReNew Power,
including statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by
ReNew Power and the markets in which it operates, and ReNew Power’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 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 and ReNew Power, 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 Power’s business
relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans of ReNew Power
or diverts management’s attention from ReNew Power’s ongoing
business operations and potential difficulties in ReNew Power
employee retention as a result of the proposed transaction, (viii)
the outcome of any legal proceedings that may be instituted against
ReNew Power, 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 Power plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting ReNew Power’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 registration statement on Form F-4, the proxy
statement/consent solicitation 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 U.S. Securities and Exchange Commission (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 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. Neither ReNew Power nor RMG II gives
any assurance that either ReNew Power or RMG II will achieve its
expectations. The inclusion of any statement in this communication
does not constitute an admission by ReNew Power or RMG II or any
other person that the events or circumstances described in such
statement are material.
About RMG Acquisition Corporation II
RMG Acquisition Corporation II (NASDAQ: RMGB) is a blank check
company formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses.
RMG II raised $345 million in its December 14, 2020 IPO, which was
upsized due to strong demand and included the underwriters’ full
over-allotment option. RMG II is sponsored and led by the
management team of Jim Carpenter, Bob Mancini, and Phil Kassin, who
together have over 100 years of combined principal investment,
operational, transactional, and CEO and public company board level
leadership experience. RMG II intends to capitalize on the ability
of its management team to identify, acquire and operate businesses
across a broad range of sectors that may provide opportunities for
attractive long-term risk-adjusted returns.
www.rmgacquisition.com/
About ReNew Power
ReNew Power Private Limited is India’s leading renewable energy
independent power producer (IPP) by capacity and is the 13th
largest global renewable IPP by operational capacity. ReNew Power
develops, builds, owns, and operates utility-scale wind energy
projects, utility-scale solar energy projects, utility-scale firm
power projects and distributed solar energy projects. As of March
31st, 2021, ReNew Power had a total capacity of close to 10 GW of
wind and solar energy projects across India, including commissioned
and committed projects. ReNew Power has a strong track record of
organic and inorganic growth. ReNew Power’s current group of
shareholders contain several marquee investors including Goldman
Sachs, CPP Investments, Abu Dhabi Investment Authority, GEF SACEF
and JERA.
For more information, please visit: www.renewpower.in; Follow
ReNew Power on Twitter @ReNew_Power
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version on businesswire.com: https://www.businesswire.com/news/home/20210804005094/en/
ReNew Power
Media Enquiries Arijit
Banerjee arijit.banerjee@renewpower.in +91 9811609245
Madhur Kalra Madhur.kalra@renewpower.in +91 9999016790
Investor Enquiries Nathan
Judge Investor Relations IR@renewpower.in
RMG Acquisition Corporation II
For Media & Investors:
Philip Kassin President & Chief Operating Officer
pkassin@rmginvestments.com
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