New Forward Purchase Agreement with Apollo
For Up to $75 Million
Mason Stevens Provides Additional PIPE
Investment Bringing Total Financing to $128.5 Million
Wejo Group Limited (“the Company” or “Wejo”), a global leader in
connected vehicle data, and Virtuoso Acquisition Corp. (“Virtuoso”)
(NASDAQ: VOSO), a publicly traded special purpose acquisition
company, today announced two agreements to secure additional
financing arrangements related to their proposed merger through
which Wejo expects to become a publicly listed company:
- Forward Purchase Agreement. An affiliate of Wejo has
entered into a forward purchase agreement, a derivate transaction,
for up to 7.5 million shares of Virtuoso with a value of up to $75
million, with funds managed by affiliates of Apollo (“Apollo”).
Additional information on the forward purchase agreement will be
filed with the SEC on Form 8-K.
- New PIPE Investment. Virtuoso has also entered into an
agreement with Mason Stevens, an Australia-based institution
offering managed account solutions across multi-assets and
multi-currencies, under which Mason Stevens make will an investment
of $3.5 million as part of the Private Investment in Public Equity
(PIPE) financing, bringing the total financing to $128.5 million.
Mason Stevens brings important long-term support from the
Asia-Pacific region and joins other institutional and strategic
PIPE investors in Wejo, including Microsoft, Palantir Technologies,
General Motors, and Sompo.
Richard Barlow, Founder and Chief Executive Officer of Wejo,
said, “As we approach the completion of our merger with Virtuoso
Acquisition Corp. and our public listing, we are delighted to have
arranged this additional financing, which is a validation by highly
regarded global investors of the considerable momentum we have
built in our business and our future growth opportunities. The
combination of our PIPE, cash in trust, and Apollo’s forward
purchase agreement, ensures we have significant capital for the
future to invest in product and technology development, global
distribution of our products and services, OEM onboarding, and
accelerating our marketplace growth.”
Rob Givone, Partner at Apollo, stated, “We are excited to
support this transaction with Wejo, a global market leader in
connected vehicles. Wejo has established relationships with major
OEMs and related Tier 1 automotive suppliers, and has received
strategic investments from blue-chip companies such as GM,
Microsoft, and Palantir. We believe that Wejo will be well
positioned to become the independent third-party platform servicing
both drivers and OEMs and creating innovative automobility
solutions.”
Wejo has achieved many notable commercial milestones since the
announcement of the merger in May 2021:
- Total vehicles on the Wejo platform have increased 20% to
nearly 12 million thanks to increased supply from Wejo’s OEM
partners.
- Total data captured through Wejo’s connected vehicle platform
has increased to over 17 billion data points per day that Wejo
collects in real time.
- Wejo Studio, the company’s software subscription solution for
its marketplaces, was launched in October.
- Significant progress has been made in strategic partnerships
with Microsoft, Palantir, Hella Gutmann Solutions and several
others.
- Creation of a business solutions with Hella to address vehicle
health and safety issues.
- Continuing to add new leading-edge customers, including
Microsoft’s Mapping division.
- Expanding partnerships with fleet operators and truck
companies.
- A SaaS solution on Palantir Foundry, enabling EV charging
companies to license Wejo data and interact directly with Foundry’s
eMobility offering – accelerating the deployment of EV charging
infrastructure.
Tim Lee, Chairman of Wejo, added, “We are very pleased by the
growing momentum at Wejo as we continue to deliver vital solutions
that demonstrate the significant ability of connected vehicles to
solve society’s most-critical transportation challenges. Our
achievements are reflected in the strong growth and development of
our business, and by the leading companies that have invested in
Wejo and are collaborating with us on a range of mission-critical
projects. We are excited for Wejo’s next chapter as a public
company and to continue utilizing data to create insights with
wide-reaching benefits.”
About Wejo
Wejo is a global leader in connected vehicle data,
revolutionizing the way we live, work and travel by transforming
and interpreting historic and real-time vehicle data. The company
enables smarter mobility by organizing trillions of data points
from 11.8 million vehicles and more than 58 billion journeys
globally, across multiple brands, makes and models, and then
standardizing and enhancing those streams of data on a vast scale.
Wejo partners with ethical, like-minded companies and organizations
to turn that data into insights that unlock value for consumers.
With the most comprehensive and trusted data, information and
intelligence, Wejo is creating a smarter, safer, more sustainable
world for all. Founded in 2014, Wejo employs more than 250 people
and has offices in Manchester in the UK and in regions where Wejo
does business around the world. For more information, visit:
www.wejo.com.
About Virtuoso
Virtuoso Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses. Virtuoso is led by Jeffrey D. Warshaw, Chairman and
CEO, and Michael O. Driscoll, Chief Financial Officer. For more
information, visit: www.virtuosoacquisition.com.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Virtuoso Acquisition
Corp.’s (“Virtuoso”) and Wejo Limited’s, a private limited company
incorporated under the laws of England and Wales with company
number 08813730 (“Wejo”) actual results may differ from their
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Virtuoso’s and Wejo’s expectations
with respect to future performance and anticipated financial
impacts of the proposed business combination, the satisfaction or
waiver of the closing conditions to the proposed business
combination, and the timing of the completion of the proposed
business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Virtuoso’s and Wejo’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (i) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Agreement and Plan of Merger (the “Merger Agreement”); (ii) the
outcome of any legal proceedings that may be instituted against
Virtuoso, Wejo Group Limited, a company incorporated under the laws
of Bermuda (the “Company”) and/or Wejo following the announcement
of the Merger Agreement and the transactions contemplated therein;
(iii) the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
Virtuoso, certain regulatory approvals, or the satisfaction of
other conditions to closing in the Merger Agreement; (iv) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (v) the impact of
the COVID-19 pandemic on Wejo’s business and/or the ability of the
parties to complete the proposed business combination; (vi) the
inability to obtain or maintain the listing of the Company’s common
shares on the Nasdaq Stock Market following the proposed business
combination; (vii) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(viii) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of Wejo to grow and manage
growth profitably, and retain its key employees; (ix) costs related
to the proposed business combination; (x) changes in applicable
laws or regulations; and (xi) the possibility that Wejo, Virtuoso
or the Company may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors
is not exclusive. Additional information concerning certain of
these and other risk factors is contained in Virtuoso’s most recent
filings with the SEC and is contained in the Company’s preliminary
Form S-4 (the “Form S-4”), which was filed on July 16, 2021 (as
amended on September 7, 2021, October 1, 2021, October 7, 2021 and
October 18, 2021), including the preliminary proxy
statement/prospectus expected to be filed in connection with the
proposed business combination. All subsequent written and oral
forward-looking statements concerning Virtuoso, Wejo or the
Company, the transactions described herein or other matters and
attributable to Virtuoso, the Company or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Each of Virtuoso, Wejo and the Company expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on
which any statement is based, except as required by law.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Virtuoso, the Company or Wejo, nor shall there be
any sale of any such 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. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions
therefrom.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, a
preliminary registration statement on Form S-4 was filed by the
Company with the SEC on July 16, 2021 (as amended on September 7,
2021, October 1, 2021, October 7, 2021 and October 18, 2021), which
was declared effective by the SEC on October 22, 2021. The Form S-4
included preliminary proxy statements to be distributed to holders
of Virtuoso’s common stock in connection with Virtuoso’s
solicitation for proxies for the vote by Virtuoso’s stockholders in
connection with the proposed business combination and other matters
as described in the Form S-4, as well as a prospectus of the
Company relating to the offer of the securities to be issued in
connection with the completion of the business combination. A
definitive proxy statement/prospectus and other relevant documents
have been mailed to Virtuoso’s stockholders of record as of October
14, 2021, the record date established for the special meeting of
stockholders relating to the proposed transaction. Virtuoso, Wejo
and the Company urge investors, stockholders and other interested
persons to read the Form S-4, including the proxy
statement/prospectus incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed
business combination, as these materials contain important
information about Wejo, Virtuoso, and the proposed business
combination. Such persons can also read Virtuoso’s final prospectus
dated January 21, 2021 (SEC File No. 333-251781), for a description
of the security holdings of Virtuoso’s officers and directors and
their respective interests as security holders in the consummation
of the proposed business combination. After the Form S-4 has been
declared effective, the definitive proxy statement/prospectus will
be mailed to Virtuoso’s stockholders as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of such documents,
without charge, at the SEC’s website at www.sec.gov, or by
directing a request to: Virtuoso Acquisition Corp., 180 Post Road
East, Westport, CT 06880, or (203) 227-1978. These documents can
also be obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Virtuoso, Wejo, the Company and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Virtuoso’s stockholders in connection
with the proposed business combination. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of Virtuoso’s directors and executive
officers in Virtuoso’s final prospectus dated January 21, 2021 (SEC
File No. 333-251781), which was filed with the SEC on January 26,
2021. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies of Virtuoso’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus for the
proposed business combination when available. Information
concerning the interests of Virtuoso’s and Wejo’s participants in
the solicitation, which may, in some cases, be different than those
of Virtuoso’s and Wejo’s equity holders generally, is set forth in
the proxy statement/prospectus relating to the proposed business
combination.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211110005969/en/
For Wejo
Media: Mark Semer/Sam Cohen Gasthalter & Co. (212) 257-4170
wejo@gasthalter.com
Investors: Tahmin Clarke (201) 554-7328
tahmin.clarke@wejo.com
Idalia Rodriguez Arbor Advisory Group
investor.relations@wejo.com
For Virtuoso Acquisition Corp.
Jeffrey D. Warshaw (203) 571-6161
jeff@virtuosoacquisition.com
Virtuoso Acquisition (NASDAQ:VOSO)
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Virtuoso Acquisition (NASDAQ:VOSO)
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