23andMe, Inc. completed the acquisition of VG Acquisition Corp. from VG Acquisition Sponsor LLC and others in a reverse merger transaction.
After the closing of the business combination, the VGAC Board of Directors shall consist of nine Directors, of whom one individual shall be designated by VGAC, with the remaining eight individuals designated by 23andMe. If the Director election proposal is approved, the New 23andMe Board will consist of Roelof Botha, Patrick Chung, Richard Scheller, Neal Mohan, Anne Wojcicki, Evan Lovell, Steve Schoch who serves as Chief Financial Officer, and Kenneth Hillian who heads up the therapeutics unit. The obligations of VGAC and 23andMe to consummate the business combination are subject to certain closing conditions, including, but not limited to, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of VGAC's and 23andMe's shareholders, effectiveness of registration statement, 23andMe shall have delivered to VGAC the financial statements required to be included in the completion 8-K, the approval for listing of New 23andMe class A common stock to be issued in connection with the business combination on the New York Stock Exchange, and VGAC having at least $5,000,001 of net tangible assets remaining after the closing of the business combination, the minimum available cash condition, the aggregate cash proceeds from VGAC's trust account, no consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any governmental authority, together with the proceeds from the PIPE financing, equaling no less than $500,000,000 and fulfillment of other customary closing conditions. VGAC's Board resolved to recommend that VGAC's shareholders to vote in favour of the transaction and approve the agreement, the merger and the transactions contemplated by the agreement. VGAC's Board has unanimously approved this agreement. The business combination will be consummated only if the business combination proposal, the domestication proposal, the charter amendment proposal, the incentive equity plan proposal, the ESPP proposal, the Director election proposal, and the NYSE proposal are approved at the extraordinary general meeting. As of May 26, 2021, New 23andMe Class A Common Stock and New 23andMe Warrants will be listed on The Nasdaq Global Select Market. Trading is expected to begin on Nasdaq on June 17, 2021, under the new ticker symbol ME for the New 23andMe Class A Common Stock and MEUSW for the New 23andMe Warrants, following the consummation of the Business Combination, subject to final shareholder approval. The shareholder meeting of VGAC will take place on June 10, 2021. On May 14, 2021, the registration statement was declared effective by the Securities and Exchange Commission. On June 10, 2021, the shareholders of VG Acquisition Corp. voted to approve the transaction. More than 87% of the votes cast at the Special Meeting were in favor of the approval of the merger agreement. The transaction is expected to complete in second calendar quarter of 2021 and mid-2021. As of March 24, 2021, the transaction is expected to close in the second quarter of 2021. As of March 26, 2021, the transaction is expected to close in mid-2021. As of May 26, 2021, deal is expected to occur on June 16, 2021. Net proceeds used to fund cash to balance sheet will be used for growth initiatives.
Lee Hochbaum, Derek Dostal, William H. Aaronson, Adam Kaminsky, Pritesh P. Shah and William A. Curran of Davis Polk & Wardwell, LLP acted as legal advisors to VG Acquisition Corp. Marlee Myers, Todd Hentges, Howard Kenny, Celia Soehner, Cosimo Zavaglia, Barton Bassett, Harry Robins, and John Ferreira of Morgan, Lewis & Bockius LLP acted as legal advisors to 23andMe, Inc. Citigroup Global Markets Inc. is serving as lead financial advisor, capital markets advisor and placement agent to 23andMe. Credit Suisse Securities (USA) LLC acted as lead financial advisor, capital markets advisor and placement agent to VG Acquisition Corp. LionTree Advisors acted as financial advisor to VG Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to VG Acquisition Corp. and 23andMe, Inc. Morrow Sodali acted as the information agent for VG Acquisition Corp and will be paid a fee of $0.04 million.
23andMe, Inc. completed the acquisition of VG Acquisition Corp. (NYSE:VGAC) from VG Acquisition Sponsor LLC and others in a reverse merger transaction on June 16, 2021. As a result of the closing, the combined company is called 23andMeHolding Co. and will be traded on The Nasdaq Global Select Market (Nasdaq) beginning on June 17, 2021 under the new ticker symbol ME for its Class A Common shares and MEUSW for its public warrants.