Virgin Group II (VGII) Shareholders Approve Grove Collaborative Deal

Virgin Group II (NYSE:VGII) announced that its shareholders have voted to approve its combination with sustainable home products-maker Grove in a special meeting held earlier today.

Today’s press release was short on details and did not disclose redemption numbers, but VGII traded below its trust value throughout its redemption deadline June 10, and closed today at $5.96.

The SPAC recently added a $50 million backstop to its combination with Grove Collective and agreed to waive its minimum cash condition in exchange for the new agreements. The new money was in the form of two tranches with Corvina Holdings investing $27.5 million into a PIPE effectively at $10 per share at close. It also further agreed to purchase $22.5 million in shares, but may redeem these proportionate to the amount that the deal’s closing cash exceeds that amount.

The parties expect to close the business combination on June 16, 2022, subject to the satisfaction of customary closing conditions. VGII will change its name to “Grove Collaborative Holdings, Inc.” and its shares and warrants are expected to begin trading on the New York Stock Exchange under the ticker symbols “GROV” and “GROV WS”, respectively on June 17, 2022.

VGII initially announced the $1.5 billion combination with Grove on December 8. San Francisco-based Grove makes sustainable home and beauty products sold primarily though its native ecommerce platform.

More than 91% of the votes cast at today’s special meeting were in favor of the business combination. VGII shareholders also voted overwhelmingly to approve all other proposals presented on the ballot.

ADVISORS

• Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Grove
• Credit Suisse Securities (USA) LLC is acting as financial advisor and capital markets advisor to VGII.
• Sidley Austin LLP is acting as the legal advisor to Grove
• Davis Polk & Wardwell LLP is acting as the legal advisor to VGII.
• Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are serving as co-placement agents to VGII with respect to the portion of the PIPE financing raised from qualified institutional buyers and institutional accredited investors.
• Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are not acting as agents or participating in any role with respect to, and will not earn any fees from, the portion of the PIPE financing raised from individual investors.
• Credit Suisse Securities (USA) LLC previously acted as sole book-running manager for VGII’s IPO.