NetGen Acquisition Corp. II Sets Vote on Virgin Orbit Merger

  • Special meeting of stockholders of NextGen Acquisition Corp. II scheduled for December 28, 2021 at 9:00 a.m. Eastern time
  • Upon closing, Virgin Orbit will be listed on NASDAQ under the new ticker symbol “VORB”
  • The boards of directors of Virgin Orbit and NextGen Acquisition Corp. II have unanimously approved the Business Combination

LONG BEACH, Calif. & BOCA RATON, Fla., December 08, 2021 (Virgin Orbit/NextGen Acquisition II PR) — NextGen Acquisition Corp. II (NASDAQ:NGCA) (“NextGen”) today announced that its Registration Statement on Form S-4 in connection with the previously announced business combination (the “Business Combination”) with Vieco USA, Inc., the parent company of Virgin Orbit (“Virgin Orbit” or the “Company”), the responsive launch and space solutions company, has been declared effective by the Securities and Exchange Commission (the “SEC”).

NextGen has set December 28, 2021 at 9:00 a.m. Eastern time for a special meeting of stockholders to approve the proposals associated with the Business Combination. The proxy statement to its stockholders is available at:  https://www.sec.gov/Archives/edgar/data/0001843388/000121390021063966/f424b31221_nextgenacq2.htm.

NextGen stockholders of record as of the close of business on November 19, 2021 will be mailed the proxy materials in connection with the Business Combination and will be entitled to vote at the special meeting. The boards of directors of Virgin Orbit and NextGen have unanimously approved the Business Combination. Upon the closing of the Business Combination, the combined company will be named “Virgin Orbit Holdings, Inc.” and its common stock will be listed on NASDAQ under the new ticker symbol “VORB”.

“We are pleased to have achieved this milestone and to announce a date for the Special Meeting of NextGen stockholders,” said George Mattson, Co-Founder and Co-Chairman of NextGen. “As we near effecting our merger with Virgin Orbit, we look forward to working closely with the new Virgin Orbit team to realize its goal of making space a more accessible frontier for all, while driving lasting change on Earth through space.”

“As a global space company, we’re on a mission to open space for good,” added Dan Hart, CEO of Virgin Orbit. “Our business combination with NextGen builds on the hard work of our team has put in these last few years, providing an avenue to connect with new people who want to become informed about and engaged with space and with all the ways that satellites, space technology and space access can drive progress, prosperity, and security. We’re delighted to take the step forward, and grateful to all those who have worked with us to get us to this major milestone.” Subject to stockholder approval and other customary closing conditions identified in the business combination agreement, the Business Combination is expected to close as soon as practicable following the special meeting.

About NextGen

NextGen Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol “NGCA.” For more information, please visit www.nextgenacq.com.

About Virgin Orbit

Virgin Orbit operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit’s LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747- 400 carrier aircraft that allows Virgin Orbit to operate from locations all over the world in order to best serve each customer’s needs. On August 22, 2021, Virgin Orbit entered into a definitive agreement to combine with NextGen Acquisition Corp. II (NASDAQ: NGCA), a special purpose acquisition company, which would result in Virgin Orbit becoming a publicly listed company on the Nasdaq Stock Market under the symbol VORB. To learn more, visit virginorbit.com.

IMPORTANT LEGAL INFORMATION

Additional Information and Where to Find It

This press release relates to a proposed transaction between Vieco USA, Inc. (“Vieco USA”) and NextGen Acquisition Corp. II (“NextGen”). This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of 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. In connection with the proposed transaction, NextGen has filed a registration statement on Form S-4 with the SEC on September 16, 2021, as amended on October 29, 2021, November 23, 2021 and December 3, 2021. which was declared effective by the SEC on December 7, 2021, which includes a document that serves as a prospectus and proxy statement of NextGen (the “proxy statement/prospectus”). A definitive proxy statement/prospectus will be mailed to all NextGen shareholders of record as of November 19, 2021, the record date established for the extraordinary general meeting of shareholders relating to the proposed transaction on December 28, 2021. NextGen also will file other documents regarding the proposed transaction with the SEC. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. Before making any voting or investment decision, investors and security holders of NextGen are urged to read the registration statement, the proxy statement/prospectus included therein 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 may obtain free copies of the registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC by NextGen through the website maintained by the SEC at www.sec.gov. The documents filed by NextGen with the SEC also may be obtained free of charge at NextGen’s website at https://www.nextgenacq.com/nextgen-ii.html or upon written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.

Participants in the Solicitation

NextGen and Vieco USA and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction. 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. You may obtain a free copy of this document as described in the preceding paragraph.