Stockholders of Record as of October 14, 2021
are Eligible to Vote at Special Meeting
Upon Closing, Combined Company Stock and
Warrants will Trade on Nasdaq Under WEJO Ticker Symbols
Virtuoso Acquisition Corp. (“Virtuoso”) (NASDAQ: VOSO), a
publicly traded special purpose acquisition company, today
announced that the U.S. Securities and Exchange Commission has
declared effective the registration statement of Wejo Group Limited
on Form S-4 (the “Registration Statement”) in connection with
Virtuoso’s previously announced proposed business combination with
Wejo, a global leader in connected vehicle data. The Registration
Statement includes a definitive proxy statement/prospectus and
provides important information about Virtuoso, Wejo, and the
business combination.
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Virtuoso also announced that its Special Meeting of Stockholders
(the “Special Meeting”) to consider and vote upon the business
combination has been set for November 16, 2021 at 12:00 p.m. EST.
Stockholders of record as of October 14, 2021 (the “Record Date”)
are eligible to attend and vote at the Special Meeting.
Jeffrey D. Warshaw, Chairman and CEO of Virtuoso, said, “This is
a significant milestone and we are excited to bring Wejo one step
closer to becoming a public company. Wejo has proven that it is
uniquely positioned to create the industry standard and become the
global leader in connected vehicle data SaaS solutions. Upon
approval of the transaction by Virtuoso stockholders, we look
forward to successfully completing the proposed business
combination with Wejo as it continues to enable a safer, smarter,
and more sustainable driving experience.”
Richard Barlow, CEO and Founder of Wejo, added, “Since
announcing the merger in May, our team has continued to execute on
our top initiatives, while establishing impactful partnerships with
a number of leading companies, including Microsoft (NASDAQ: MSFT),
Palantir (NYSE:PLTR), Sompo Holdings (TYO: 8630), and General
Motors (NYSE: GM), in addition to a growing base of customers, OEMs
and Tier 1 suppliers. As a public company, Wejo will have the
capital and resources to achieve our goals of evolving and
enhancing the automotive industry, providing real-time driving and
transportation analytics, and advancing the sustainability efforts
of our partners, while generating meaningful value for our
shareholders.”
Upon closing, the combined company is expected to remain listed
on the Nasdaq with its common stock and warrants trading under the
new ticker symbols “Wejo” and “WejoW,” respectively.
Virtuoso recommends all stockholders vote “FOR” ALL PROPOSALS in
advance of the Special Meeting by telephone, via the Internet or by
signing, dating, and returning the proxy card upon receipt by
following the easy instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No
Matter How Many or How Few Shares You Own!
If you have any questions or need assistance voting, please
contact Mackenzie Partners, Inc. by calling 800-322-2885 or by
emailing proxy@mackenziepartners.com.
About Wejo
Wejo is a global leader in connected vehicle data,
revolutionizing the way we live, work and travel by transforming
and interpreting historic and real-time vehicle data. The company
enables smarter mobility by organizing trillions of data points
from 11.8 million vehicles and more than 58 billion journeys
globally, across multiple brands, makes and models, and then
standardizing and enhancing those streams of data on a vast scale.
Wejo partners with ethical, like-minded companies and organizations
to turn that data into insights that unlock value for consumers.
With the most comprehensive and trusted data, information and
intelligence, Wejo is creating a smarter, safer, more sustainable
world for all. Founded in 2014, Wejo employs more than 250 people
and has offices in Manchester in the UK and in regions where Wejo
does business around the world. For more information, visit:
www.wejo.com.
About Virtuoso
Virtuoso Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses. Virtuoso is led by Jeffrey D. Warshaw, Chairman and
CEO, and Michael O. Driscoll, Chief Financial Officer. For more
information, visit: www.virtuosoacquisition.com.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Virtuoso Acquisition
Corp.’s (“Virtuoso”) and Wejo Limited’s, a private limited company
incorporated under the laws of England and Wales with company
number 08813730 (“Wejo”) actual results may differ from their
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Virtuoso’s and Wejo’s expectations
with respect to future performance and anticipated financial
impacts of the proposed business combination, the satisfaction or
waiver of the closing conditions to the proposed business
combination, and the timing of the completion of the proposed
business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Virtuoso’s and Wejo’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (i) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Agreement and Plan of Merger (the “Merger Agreement”); (ii) the
outcome of any legal proceedings that may be instituted against
Virtuoso, Wejo Group Limited, a company incorporated under the laws
of Bermuda (the “Company”) and/or Wejo following the announcement
of the Merger Agreement and the transactions contemplated therein;
(iii) the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
Virtuoso, certain regulatory approvals, or the satisfaction of
other conditions to closing in the Merger Agreement; (iv) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (v) the impact of
the COVID-19 pandemic on Wejo’s business and/or the ability of the
parties to complete the proposed business combination; (vi) the
inability to obtain or maintain the listing of the Company’s common
shares on the Nasdaq Stock Market following the proposed business
combination; (vii) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(viii) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of Wejo to grow and manage
growth profitably, and retain its key employees; (ix) costs related
to the proposed business combination; (x) changes in applicable
laws or regulations; and (xi) the possibility that Wejo, Virtuoso
or the Company may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors
is not exclusive. Additional information concerning certain of
these and other risk factors is contained in Virtuoso’s most recent
filings with the SEC and is contained in the Company’s preliminary
Form S-4 (the “Form S-4”), which was filed on July 16, 2021 (as
amended on September 7, 2021, October 1, 2021, October 7, 2021 and
October 18, 2021), including the preliminary proxy
statement/prospectus expected to be filed in connection with the
proposed business combination. All subsequent written and oral
forward-looking statements concerning Virtuoso, Wejo or the
Company, the transactions described herein or other matters and
attributable to Virtuoso, the Company or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Each of Virtuoso, Wejo and the Company expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on
which any statement is based, except as required by law.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Virtuoso, the Company or Wejo, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions
therefrom.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, a
preliminary registration statement on Form S-4 was filed by the
Company with the SEC on July 16, 2021 (as amended on September 7,
2021, October 1, 2021, October 7, 2021 and October 18, 2021), which
was declared effective by the SEC on October 22, 2021. The Form S-4
included preliminary proxy statements to be distributed to holders
of Virtuoso’s common stock in connection with Virtuoso’s
solicitation for proxies for the vote by Virtuoso’s stockholders in
connection with the proposed business combination and other matters
as described in the Form S-4, as well as a prospectus of the
Company relating to the offer of the securities to be issued in
connection with the completion of the business combination. A
definitive proxy statement/prospectus and other relevant documents
have been mailed to Virtuoso’s stockholders of record as of October
14, 2021, the record date established for the special meeting of
stockholders relating to the proposed transaction. Virtuoso, Wejo
and the Company urge investors, stockholders and other interested
persons to read the Form S-4, including the proxy
statement/prospectus incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed
business combination, as these materials contain important
information about Wejo, Virtuoso, and the proposed business
combination. Such persons can also read Virtuoso’s final prospectus
dated January 21, 2021 (SEC File No. 333-251781), for a description
of the security holdings of Virtuoso’s officers and directors and
their respective interests as security holders in the consummation
of the proposed business combination. After the Form S-4 has been
declared effective, the definitive proxy statement/prospectus will
be mailed to Virtuoso’s stockholders as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of such documents,
without charge, at the SEC’s website at www.sec.gov, or by
directing a request to: Virtuoso Acquisition Corp., 180 Post Road
East, Westport, CT 06880, or (203) 227-1978. These documents can
also be obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Virtuoso, Wejo, the Company and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Virtuoso’s stockholders in connection
with the proposed business combination. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of Virtuoso’s directors and executive
officers in Virtuoso’s final prospectus dated January 21, 2021 (SEC
File No. 333-251781), which was filed with the SEC on January 26,
2021. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies of Virtuoso’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus for the
proposed business combination when available. Information
concerning the interests of Virtuoso’s and Wejo’s participants in
the solicitation, which may, in some cases, be different than those
of Virtuoso’s and Wejo’s equity holders generally, is set forth in
the proxy statement/prospectus relating to the proposed business
combination.
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version on businesswire.com: https://www.businesswire.com/news/home/20211025005597/en/
Media: Mark Semer/Sam Cohen Gasthalter & Co. (212) 257-4170
wejo@gasthalter.com
Investors: Tahmin Clarke (201) 554-7328
Tahmin.clarke@wejo.com
Idalia Rodriguez Arbor Advisory Group
investor.relations@wejo.com
For Virtuoso Acquisition Corp.
Jeffrey D. Warshaw (203) 571-6161
jeff@virtuosoacquisition.com
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