\nRMG Acquisition Corporation II (NASDAQ: RMGB) (\u201cRMG II\u201d), a publicly-traded special purpose acquisition company, announced today that RMG II\u2019s definitive proxy statement (\u201cProxy Statement\u201d) relating to the previously announced business combination with ReNew Power Private Limited (\u201cReNew Power\u201d), India\u2019s leading renewable energy company, has been filed with the U.S. Securities and Exchange Commission (\u201cSEC\u201d) on July 28, 2021.\n<\/p>\n
This press release features multimedia. View the full release here: https:\/\/www.businesswire.com\/news\/home\/20210728006024\/en\/<\/a><\/p>\n \nRMG II is preparing to commence mailing of the Proxy Statement and a notice and voting instruction form, or a proxy card, relating to the extraordinary general meeting of the RMG II shareholders (the \u201cExtraordinary General Meeting\u201d) to RMG II shareholders of record as of the close of business on July 20, 2021, who will be entitled to attend and participate in the Extraordinary General Meeting.\n<\/p>\n \nThe Extraordinary General Meeting to approve the pending business combination and related matters is scheduled to be held on August 16, 2021 at 9:00 a.m. Eastern Time. The Extraordinary General Meeting will be conducted virtually, and can be accessed via live webcast at https:\/\/www.cstproxy.com\/rmgii\/2021<\/a><\/i>. If the proposals at the Extraordinary General Meeting are approved, the parties anticipate that the business combination will close and the trading of the combined entity will commence on Nasdaq shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.\n<\/p>\n \nThe RMG II Board of Directors believes the proposed business combination is in the best interests of RMG II and its shareholders, and recommends that RMGB shareholders vote \u201cFOR\u201d the adoption of the Business Combination Agreement, dated as of February 24, 2021 and amended on May 17, 2021, by and among RMG II, ReNew Energy Global plc (\u201cReNew Global\u201d),ReNew Power and certain other parties, as well as all other proposals included in RMG II\u2019s Proxy Statement.\n<\/p>\n \nEvery shareholder\u2019s vote is important, regardless of the number of shares held. Accordingly, RMG II requests that each shareholder complete, sign, date and return a proxy card (online or by mail) as soon as possible and, if mailed, should be received by no later than 9:00 a.m. Eastern Time on August 12, 2021, to ensure that the shareholder\u2019s shares will be represented at the Extraordinary General Meeting. Shareholders that hold shares in \u201cstreet name\u201d (i.e. those shareholders whose shares are held of record by a broker, bank or other nominee) should contact their broker, bank or nominee to provide instructions on how to vote their shares and ensure that their shares are voted.\n<\/p>\n \nIf any individual RMG II shareholder, who held shares as of the July 20, 2021 record date for voting, does not receive the Proxy Statement, such shareholder should (i) confirm their Proxy Statement\u2019s status with their broker, (ii) contact Morrow Sodali LLC, RMG II\u2019s proxy solicitor, for assistance via e-mail at RMGB.info@investor.morrowsodali.com<\/a> or toll-free call at (800) 662-5200 and banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400, or (iii) contact RMG II by mail at 57 Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida 33140 or by telephone at (786) 584-8352.\n<\/p>\n \nIf an RMG II shareholder, who holds their shares through a stock brokerage account or by a bank or other holder of record, wishes to attend the virtual meeting, they must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com<\/a>. The legal proxy must be received by Continental Stock Transfer & Trust Company (“Continental”) no later than 9:00 a.m. on August 13, 2021. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. RMG II recommends that beneficial shareholders contact Continental Stock Transfer & Trust Company on, or before, August 11, 2021 to ensure access.\n<\/p>\n \nRMG II expects to provide shareholders with additional information on how shareholders may vote their shares held in \u201cstreet name\u201d on its website in the coming days, and RMG II expects to publish a subsequent press release once the website is live.\n<\/p>\n Important Information for Investors and Shareholders<\/b><\/p>\n \nIn connection with the proposed business combination, RMG II filed the Proxy Statement and other relevant documents with the SEC. Shareholders and other interested persons are urged to read the Proxy Statement and any other relevant documents filed with the SEC because they contain important information about RMG II, ReNew Power and the proposed business combination. Shareholders may obtain a free copy of the Proxy Statement, as well as other filings containing information about RMG II, ReNew Power and the proposed business combination, without charge, at the SEC\u2019s website located at www.sec.gov<\/a>.\n<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nRMG II, ReNew Global and ReNew Power and their respective directors and officers may be deemed to be participants in the solicitation of proxies from RMG II\u2019s shareholders in connection with the proposed transaction. Information about RMG II\u2019s directors and executive officers and their ownership of RMG II\u2019s securities is set forth in RMG II\u2019s filings with the SEC, including RMG II\u2019s amendment no. 2 to its Annual Report on Form 10-K\/A for the year ended December 31, 2020, which was filed with the SEC on May 11, 2021. To the extent that holdings of RMG II\u2019s securities have changed since the amounts printed in RMG II\u2019s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. 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\/consent solicitation statement\/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.\n<\/p>\n Forward Looking Statements<\/b><\/p>\n \nThis document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between RMG II, ReNew Global and ReNew Power, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by ReNew Power and the markets in which it operates, and ReNew Power\u2019s projected future results. These forward-looking statements generally are identified by the words \u201cbelieve,\u201d \u201cproject,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cstrategy,\u201d \u201cfuture,\u201d \u201copportunity,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cwill be,\u201d \u201cwill continue,\u201d \u201cwill likely result,\u201d and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of RMG II\u2019s securities, (ii) the risk that the transaction may not be completed by RMG II\u2019s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMG II, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger by the shareholders of RMG II and ReNew Power, the satisfaction of the minimum trust account amount following redemptions by RMG II\u2019s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on ReNew Power\u2019s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew Power or diverts management\u2019s attention from ReNew Power\u2019s ongoing business operations and potential difficulties in ReNew Power employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against ReNew Power, RMG II or their respective directors or officers related to the agreement and plan of merger or the proposed transaction, (ix) the amount of the costs, fees, expenses and other charges related to the proposed transaction, (x) the ability to maintain the listing of RMG II\u2019s securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II\u2019s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ReNew Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNew Power\u2019s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, including the conversion of pre-orders into binding orders, (xiii) the ability of RMG II to issue equity or equity-linked securities in connection with the transaction or in the future, (xiv) the risk of downturns in the renewable energy industry and (xv) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the \u201cRisk Factors\u201d section of ReNew Global\u2019s registration statement on Form F-4, the proxy statement\/consent solicitation statement\/prospectus discussed below, RMG II\u2019s amendment no. 2 to its Annual Report on Form 10-K\/A and other documents filed by ReNew Global or RMG II from time to time with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.\n<\/p>\n \nForward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ReNew Global and RMG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither ReNew Power nor RMG II gives any assurance that either ReNew Power or RMG II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew Power or RMG II or any other person that the events or circumstances described in such statement are material.\n<\/p>\n About RMG Acquisition Corporation II<\/b><\/p>\n \nRMG Acquisition Corporation II (NASDAQ: RMGB) is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. RMG II raised $345 million in its December 14, 2020 IPO, which was upsized due to strong demand and included the underwriters\u2019 full over-allotment option. RMG II is sponsored and led by the management team of Jim Carpenter, Bob Mancini, and Phil Kassin, who together have over 100 years of combined principal investment, operational, transactional, and CEO and public company board level leadership experience. RMG II intends to capitalize on the ability of its management team to identify, acquire and operate businesses across a broad range of sectors that may provide opportunities for attractive long-term risk-adjusted returns. www.rmgacquisition.com\/<\/a><\/p>\n About ReNew Power <\/b><\/p>\n \nReNew Power Private Limited is India\u2019s leading renewable energy independent power producer (IPP) by capacity and is the 13th largest global renewable IPP by operational capacity. ReNew Power develops, builds, owns, and operates utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects. As of March 31st, 2021, ReNew Power had a total capacity of close to 10 GW of wind and solar energy projects across India, including commissioned and committed projects. ReNew Power has a strong track record of organic and inorganic growth. ReNew Power\u2019s current group of stockholders contain several marquee investors including Goldman Sachs, CPP Investments, Abu Dhabi Investment Authority, GEF SACEF and JERA.\n<\/p>\n \nFor more information, please visit: www.renewpower.in<\/a>; Follow ReNew Power on Twitter @ReNew_Power\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210728006024\/en\/<\/a><\/span><\/p>\n ReNew Power Media Enquiries Madhur Kalra Investor Enquiries RMG Acquisition Corporation II For Media & Investors: KEYWORDS:<\/b> United States India North America Asia Pacific New York<\/p>\n INDUSTRY KEYWORDS:<\/b> Alternative Energy Energy Professional Services Finance<\/p>\n<\/p>\n
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Arijit Banerjee
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arijit.banerjee@renewpower.in
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+91 9811609245<\/p>\n
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Madhur.kalra@renewpower.in
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+91 9999016790<\/p>\n
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Nathan Judge
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Investor Relations
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IR@renewpower.in
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Philip Kassin
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President & Chief Operating Officer
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pkassin@rmginvestments.com<\/a><\/p>\n
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