Virgin Orbit, the responsive launch and space solutions company, through its parent company Vieco USA, Inc. (Virgin Orbit) and NextGen Acquisition Corp. II (NextGen) (NASDAQ: NGCA), a special purpose acquisition company, announced Monday that they have entered into a definitive merger agreement (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 US$483 million in cash proceeds, including up to US$383 million of cash held in the trust account of NextGen (assuming no redemptions) and a US$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 around the end of the year, 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 percent 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 percent of the combined company, NextGen’s public shareholders are expected to own approximately 10 percent of the combined company, with PIPE investors and the SPAC sponsor expected to own approximately 3 percent and 2 percent, respectively, in each case, immediately following closing.
Sir Richard Branson, the Founder of Virgin Orbit, said, "The Virgin Orbit team has proven its ability to create new ideas, new approaches, and new capabilities. They are building on the incredible foundation of their rapid transition into successful commercial launch operations to find new ways to solve big problems that uplift our customers’ amazing ideas, again and again. I’m very excited we are taking Virgin Orbit public, with the support of our partners at NextGen and our other wonderful investors. It’s another milestone for empowering all of those working today to build space technology that will positively change the world"
Abdulla Shadid, Executive Director, Growth and M&A at Mubadala, said, "Virgin Orbit is a game changer for the small satellite launch and space solutions industry and its listing is expected to be yet another milestone in its continuing success story. Our investment in Virgin Orbit since its inception is a reflection of our confidence in the company’s ability to carve out a leading role in this sector. It also complements the broad objectives of the UAE’s national space strategy, as reflected in the recent successful ‘Hope’ satellite mission to Mars."