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RMG Acquisition Corp. (“RMG) announced that the virtual stockholder meeting to approve the proposed transaction between RMG and Romeo Systems, Inc., a Delaware corporation (” Romeo Power) has been set for Monday, December 28, 2020 at 10:00 am, Eastern Time . Holders of record of RMG common stock at the close of business on December 1, 2020 will be entitled to vote at the virtual meeting to approve the proposed transaction and may cast their vote electronically by visiting https://web.lumiagm.com/233514185 . If you hold your shares through a bank or broker then you should reach out to your bank or broker for assistance in voting your shares.
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RMG has also announced that the Securities and Exchange Commission (“SEC) today has declared effective its registration statement on Form S-4, which includes a definitive proxy statement in connection with the stockholder meeting. RMG has filed its definitive proxy statement for the stockholder meeting, which will be mailed together with a proxy card to RMGs stockholders of record as of the record date.
About RMG Acquisition Corp.
RMG Acquisition Corp is a special purpose acquisition company whose management and board has deep experience in power, renewable energy, environmental services, energy technology and corporate governance. RMG’s team includes top level executives from Goldman Sachs, Carlyle Group, Cogentrix Energy, Deloitte & Touche, Access Industries, Calpine Corporation (CPN) and Riverside Management Group. For additional information, please visit http://www.rmgacquisition.com/.
About Romeo Power
Romeo Power, founded in 2016 in California by Michael Patterson, is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. Through its energy dense battery modules and packs, Romeo Power enables large-scale sustainable transportation by delivering safer, longer lasting batteries with shorter charge times. With greater energy density, Romeo Power is able to create lightweight and efficient solutions that deliver superior performance, and provide improved acceleration, range, safety and durability. Romeo Powers modules and packs are customizable and scalable, and they are optimized by its proprietary battery management system. The company has approximately 100 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California with key battery development capabilities performed in-house. On October 5, 2020, Romeo Power and RMG announced a definitive agreement for a business combination that would result in Romeo Power becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Romeo Power, Inc. and is expected to remain listed on the NYSE and trade under the new ticker symbol “RMO. For additional information on Romeo Power, please visit https: // romeopower .com
Important Information and Where to Find It
This press release relates to a proposed transaction between RMG and Romeo Power. RMG has filed with the SEC a registration statement on Form S-4 that includes a proxy statement / consent solicitation statement / prospectus, which was declared effective on Thursday, December 10, 2020 by the SEC. The proxy statement / consent solicitation statement / prospectus will be mailed to stockholders of RMG as of a record date to be established for voting on the proposed business combination. RMG also will file other relevant documents from time to time regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF RMG ARE URGED TO READ THE PROXY STATEMENT / CONSENT SOLICITATION STATEMENT / PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY RMG FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY WILL BECOME AVAILABLE IMPORTABLE BECAUSE INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement / consent solicitation statement / prospectus and other documents containing important information about RMG and Romeo Power once such documents are filed with the SEC, through the website maintained by the SEC at http : //www.sec.gov. Copies of the documents filed with the SEC by RMG when and if available, can be obtained free of charge on RMGs website at www.rmgacquistion.com or by directing a written request to RMG Acquisition Corp., 50 West Street, Suite 40-C , New York, New York 10006.
Participants in the Solicitation
RMG and Romeo Power and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of RMGs stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of RMGs directors and officers in RMGs filings with the SEC, including RMGs Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 1, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RMGs stockholders in connection with the proposed business combination will be set forth in the proxy statement / prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination is included in the proxy statement / consent solicitation statement / prospectus relating to the proposed business combination.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward looking statements
This press release includes “forward looking statements within the meaning of the” safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” projected, “expects,” anticipates, “forecasts,” plans, “intends,” believes, “seeks,” may, “will,” should, “future,” propose and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside RMGs or Romeo Powers managements control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by RMG stockholders; the ability to meet the NYSEs listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Romeo Powers ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Powers estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Powers products; the success of other competing technologies that may become available; Romeo Powers ability to identify and integrate acquisitions; the performance of Romeo Powers products; potential litigation involving RMG or Romeo Power; and general economic and market conditions impacting demand for Romeo Powers products. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors section of RMGs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and proxy statement / consent solicitation statement / prospectus discussed below and other documents filed by RMG from time to time with the SEC. 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 . Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and neither RMG nor Romeo Power undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.