Genius Sports Group Limited (“GSG” or the “Company”), a leading
provider of sports data and technology powering the sports, betting
and media ecosystem, today announced the filing through a newly
created holding company, Galileo NewCo Limited (“NewCo”), of a
registration statement on Form F-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (“SEC”), which
includes a proxy statement/prospectus, in connection with its
recently announced proposed business combination with dMY
Technology Group, Inc. II (NYSE:DMYD) ("dMY II"), a publicly traded
special purpose acquisition company. The proposed business
combination (the “transaction”) will be effected through NewCo,
whereby dMY II will become a subsidiary of NewCo. While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about GSG, NewCo, dMY II and the transaction.
The filing can be viewed on the SEC's website at www.sec.gov and a
link to the Edgar filing is available under the “Investors” section
of the GSG website at
https://www.geniussports.com/home/investors.
dMY II’s Class A common stock and warrants are currently traded
on The New York Stock Exchange (the “NYSE”) under the ticker
symbols “DMYD” and “DMYD WS” respectively. Upon completion of the
transaction, NewCo expects its ordinary shares and warrants to
trade on the NYSE under the new ticker symbols “GENI” and “GENI
WS”, respectively. The transaction, which was announced on October
27, 2020, has been unanimously approved by the boards of directors
of both GSG and dMY II and it is subject to a number of closing
conditions, including the approval of the transaction by dMY II’s
stockholders, the Registration Statement being declared effective
by the SEC and a number of other customary conditions.
The Company also reaffirmed its full-year 2020 projections and
expects to generate revenue of approximately $145 million and
adjusted EBITDA of approximately $14 million. “Amidst a global
pandemic, we have made great progress in 2020 and are on track for
sustained strong performance in 2021,” said Mark Locke, GSG
Co-Founder and CEO. “Looking ahead, our anticipated merger with dMY
II and NYSE listing will strengthen our position as a true partner
to sports leagues, sportsbooks and media groups worldwide.”
About Genius Sports Group
Genius Sports Group is the official data, technology and
commercial partner that powers the global ecosystem connecting
sports, betting and media. We are a global leader in digital sports
content, technology and integrity services. Our technology is used
in over 150 countries worldwide, empowering sports to capture,
manage and distribute their live data and video, driving their
digital transformation and enhancing their relationships with
fans.
We are the trusted partner to over 500 sports organizations
globally, including many of the world’s largest leagues and
federations such as the NBA, Premier League, FIBA, NCAA, NASCAR,
AFA and PGA TOUR.
Genius Sports Group is uniquely placed through cutting-edge
technology, scale and global reach to support our partners. We are
more than just a technology company, we build long-term
relationships with sports at all levels, helping them to control
and maximize the value of their content while providing technical
expertise and round-the-clock support.
About dMY Technology Group II
dMY Technology Group, Inc. II is a publicly traded special
purpose acquisition company founded by Niccolo de Masi and Harry
You for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. dMY II's units,
common stock and warrants trade on the NYSE under the ticker
symbols "DMYD.U," "DMYD," and "DMYD.WS" respectively. More
information can be found at www.dmytechnology.com.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination (the
“Business Combination”), NewCo has filed the Registration Statement
with the SEC which has not yet become effective. No securities may
be sold nor may offers to buy be accepted prior to the time the
Registration Statement is declared effective by the SEC. The
Registration Statement includes a proxy statement/prospectus and
certain other related documents, which are both the proxy statement
to be distributed to holders of shares of dMY II’s common stock in
connection with dMY II’s solicitation of proxies for the vote by
dMY II’s stockholders with respect to the Business Combination and
other matters as described in the Registration Statement, as well
as the prospectus relating to the offer and sale of the securities
of NewCo to be issued in the Business Combination. dMY II’s
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination, as these
materials contain important information about the parties to the
business combination agreement dated October 27, 2020 (the
“Business Combination Agreement”) and the Business Combination.
After the Registration Statement is declared effective, the
definitive proxy statement/prospectus will be mailed to dMY II’s
stockholders as of a record date to be established for voting on
the Business Combination and other matters as described in the
Registration Statement. Stockholders will also be able to obtain
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC that will be incorporated by reference
therein, without charge, once available, at the SEC’s web site at
www.sec.gov, or by directing a request to: dMY Technology Group,
Inc. II, 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada
89144, Attention: Niccolo de Masi, Chief Executive Officer,
niccolo@dmytechnology.com.
Participants in the Solicitation
dMY II and its directors and executive officers may be deemed
participants in the solicitation of proxies from dMY II’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in dMY II is contained in the
Registration Statement and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to dMY II
Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100,
Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
GSG’s directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of dMY II in connection with the Business Combination. A list of
the names of such directors and executive officers and information
regarding their interests in the Business Combination are included
in the Registration Statement.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, without
limitation, dMY II’s, GSG’s and NewCo’s expectations with respect
to future performance and anticipated financial impacts of the
Business Combination, the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the
Business Combination. For example, projections of the timing of the
closing of the Business Combination, future enterprise value,
revenue and other metrics are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by dMY II and its
management, NewCo and the Company and their management, as the case
may be, are inherently uncertain. Factors that may cause actual
results to differ materially from current expectations include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Business Combination Agreement or any subsequent definitive
agreements with respect thereto; (2) the outcome of any legal
proceedings or regulatory matters or investigations that may be
instituted against dMY II, the Company, NewCo or others; (3) the
inability to complete the Business Combination due to the failure
to obtain approval of the shareholders of dMY II, to obtain
financing to complete the Business Combination or to satisfy other
conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a
result of applicable laws or regulations; (5) the ability to meet
stock exchange listing standards following the consummation of the
Business Combination; (6) the risk that the Business Combination
disrupts current plans and operations of dMY II or the Company as a
result of the announcement and consummation of the Business
Combination; (7) the ability to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other
things, competition, the ability of NewCo to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that dMY II, the Company or NewCo
may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID-19 on the Company’s
business and/or the ability of the parties to complete the Business
Combination; (12) the Company’s estimates of expenses and
profitability and underlying assumptions with respect to
stockholder redemptions and purchase price and other adjustments;
and (13) other risks and uncertainties set forth in the section
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in dMY II’s final prospectus relating
to its initial public offering dated August 17, 2020 and in dMY
II’s and NewCo’s subsequent filings with the SEC, including the
Registration Statement, relating to the Business Combination.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof. None of dMY II, the Company
or NewCo undertake any duty to update these forward-looking
statements.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This press release
shall also not 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 states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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 an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20210115005579/en/
Genius Sports Group Limited: Media
Chris Dougan, Chief Communications Officer +1 (202)-766-4430
chris.dougan@geniussports.com
Tristan Peniston-Bird, The One Nine Three Group +44 7772 031 886
tristan.peniston-bird@the193.com
Investors Will Rodd, The One Nine Three Group +1 (917)-714-1791
will.rodd@the193.com
dMY Technology Group, Inc. II Media
ICR dmy2@icrinc.com
Investors Niccolo de Masi +1 (310) 600-6667
niccolo@dmytechnology.com
Harry You +1 (702) 781-4313 harry@dmytechnology.com
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