23andMe Announces Redemption of All Outstanding Warrants
SUNNYVALE, Calif., Nov. 22, 2021 (GLOBE NEWSWIRE) -- 23andMe Holding Co. (Nasdaq: ME) (“23andMe”), a leading consumer genetics and research company, today announced that it will redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock of 23andMe that were issued under the Warrant Agreement, dated October 1, 2020 (the “Warrant Agreement”), by and between 23andMe and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in the initial public offering (the “IPO”) of 23andMe, which was formerly known as VG Acquisition Corp., and that remain outstanding at 5:00 p.m. New York City time on December 22, 2021 (the “Redemption Date”) for a redemption price of $0.10 per Public Warrant. In addition, 23andMe will redeem all of its outstanding warrants to purchase Class A common stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) on the same terms as the outstanding Public Warrants.
Under the terms of the Warrant Agreement, 23andMe is entitled to redeem all of the outstanding Public Warrants at a redemption price of $0.10 per Public Warrant if (i) the last sales price (the “Reference Value”) of the Class A common stock equals or exceeds $10.00 per share on each of twenty trading days within any thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) if the Reference Value is less than $18.00 per share, the Private Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. At the direction of 23andMe, the Warrant Agent has delivered a notice of redemption to each of the registered holders of the outstanding Warrants.
The Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Class A common stock underlying such Warrants. Payment upon exercise of the Warrants may be made either (i) in cash, at an exercise price of $11.50 per share of Class A common stock, or (ii) on a “cashless basis,” in which the exercising holder will receive a number of shares of Class A common stock to be determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the volume weighted average price (the “Redemption Fair Market Value”) of the Class A common stock during the ten trading days immediately following the date on which the notice of redemption is sent to holders of Warrants. 23andMe will provide holders of the Warrants with the Redemption Fair Market Value no later than one business day after such ten-trading-day period ends. In no event will the number of shares of Class A common stock issued in connection with an exercise on a cashless basis exceed 0.361 shares of Class A common stock per Warrant. If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a share of Class A common stock, the number of shares that the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Any Warrants that remain unexercisd at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant.
None of 23andMe, its board of directors, or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.
23andMe has filed a registration statement on Form S-1 (Registration No. 333-257768) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of the shares of Class A common stock underlying the Warrants under the Securities Act of 1933, as amended, which Registration Statement previously has been declared effective by the SEC.
The SEC maintains an Internet website, www.sec.gov, through which copies of filings that 23andMe makes with the SEC, including the prospectus filed as part of the Registration Statement, are available.
Questions concerning redemption and exercise of the Warrants can be directed to the Warrant Agent at [1 State Street 30th Floor, New York, NY 10004-1561, by telephone at (212) 509-4000 or by email at [email protected].]
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