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Virgin Orbit has entered into a definitive agreement to become publicly traded on Nasdaq through a business combination with NextGen Acquisition Corp. II (NASDAQ: NGCA) that values Virgin Orbit at $3.2 billion
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Virgin Orbit’s highly differentiated air launch technology enables satellite launches at any time, from any place, and to any orbit
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Virgin Orbit has rapidly moved into successful commercial operations with three launches in just thirteen months and a 100% success rate on revenue-generating missions
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Business Combination is being accompanied by a $100 million fully-committed PIPE led by strategic investors including Boeing and AE Industrial Partners, existing Virgin Orbit investors, and NextGen
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Business combination and PIPE transaction will provide up to $483 million in growth capital (assuming no redemptions) to further scale rocket manufacturing to meet customer demand, and to fund growth in its space solutions business and Virgin Orbit’s ongoing product development initiatives
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Combined company’s common stock expected to trade on the Nasdaq under the symbol “VORB” upon closing; business combination expected to be completed in Q4 2021
Virgin Orbit, the responsive launch and space solutions company, through its parent company Vieco USA, Inc. (“Virgin Orbit” or the “Company”) and NextGen Acquisition Corp. II (“NextGen”) (NASDAQ: NGCA), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement (the “Merger Agreement”) under which Virgin Orbit will become a publicly-traded company.
Upon closing, the transaction is expected to provide the combined company up to $483 million in cash proceeds, including up to $383 million of cash held in the trust account of NextGen (assuming no redemptions) and a $100 million fully committed PIPE; the combined company will retain the Virgin Orbit name and is expected to be listed on Nasdaq under the ticker symbol “VORB.” The transaction values Virgin Orbit at an implied pro forma enterprise value of approximately US$3.2 billion and is expected to close in Q4 2021, subject to, among other things, approval by NextGen’s shareholders and the satisfaction or waiver of other customary closing conditions.
Virgin Orbit’s existing shareholder base is comprised of Virgin Group, (“Virgin”), Mubadala Investment Company (“Mubadala”), and management and employees. Existing Virgin Orbit shareholders will roll 100% of their equity into the combined company. Assuming no redemptions by NextGen’s shareholders, existing Virgin Orbit shareholders are expected to retain ownership of approximately 85% of the combined company, NextGen’s public shareholders are expected to own approximately 10% of the combined company, with PIPE investors and the SPAC sponsor expected to own approximately 3% and 2%, respectively, in each case, immediately following closing.
