Filed by Virgin Group Acquisition Corp. II
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Grove Collaborative, Inc.
Commission File No. 132-02850
Date: April 12, 2022
Grove Collaborative Appoints Sergio Cervantes as Chief Financial Officer
SAN FRANCISCO, CA — April 11, 2022 — Grove Collaborative, Inc. (“Grove” or “the Company”), a certified B Corp™ and leading sustainable consumer products company, today announced Sergio Cervantes has joined the Company as Chief Financial Officer.
Cervantes comes to Grove with significant financial executive experience in global consumer products, including 18 years with Unilever and four years at Gillette. During the past six years, Cervantes served as CFO of Murad, a high-end skin-care brand that was acquired by Unilever in 2015. At Murad, Cervantes led the post-acquisition integration into Unilever’s Beauty and Personal Care Prestige division and implemented operational and financial efficiencies that drove both sales growth and profit improvement. In June 2021, Cervantes took on the additional role of Acting CEO of Murad.
Stuart Landesberg, Grove’s CEO and Co-Founder stated, “We are thrilled to welcome Sergio to the team. His extensive background in consumer products and deep finance and operational experience will be valuable assets to Grove. In particular, Sergio’s expertise in growing distribution channels and driving profitability are core to our roadmap. I look forward to partnering with Sergio to lead our company as we continue to deliver on our mission driven growth objectives.”
"I am extremely excited to join Grove and build upon the solid foundation that has been created to further advance the Company’s mission and achieve our financial objectives,” said Cervantes. “I look forward to working with the Grove team to make the world a better place, while we execute our financial plans for the benefit of our stakeholders."
Cervantes assumed the position of Chief Financial Officer from interim Co-CFOs Phil Moon and Janae De Crescenzo, who will continue with the Company in their positions as VP of Finance and Chief Accounting Officer, respectively.
About Grove Collaborative
Launched in 2016 as a Certified B Corp, Grove Collaborative is transforming consumer products into a positive force for human and environmental good. Driven by the belief that sustainability is the only future, Grove creates and curates over 150 high-performing eco-friendly brands of household cleaning, personal care, laundry, clean beauty, baby and pet care products serving millions of households across the U.S. each year. With a flexible monthly delivery model and access to knowledgeable Grove Guides, Grove makes it easy for everyone to build sustainable routines.
Every product Grove offers — from its flagship brand of sustainably powerful home care essentials, Grove Co., plastic-free, vegan personal care line, Peach Not Plastic, and zero-waste pet care brand, Good Fur, to its exceptional third-party brands — has been thoroughly vetted against strict standards to be uncompromisingly healthy, beautifully effective, ethically produced and cruelty-free. Grove Collaborative
is a public benefit corporation on a mission to move Beyond Plastic™ and in 2021, entered physical retail for the first time at Target stores nationwide, making sustainable home care products even more accessible. Grove is the first plastic neutral retailer in the world and is committed to being 100% plastic-free by 2025. For more information, visit www.grove.com.
On December 7, 2021, Grove and VGII, entered into the Agreement and Plan of Merger, as amended, that will result in Grove becoming a public company. Upon closing of the transaction, the combined company will continue to operate under the Grove name and will be listed on the NYSE under the new “GROV” ticker symbol.
Contacts
Investor Relations:
Alexis Tessier
ir@grove.co
Media Relations:
Meika Hollender
pr@grove.co
Additional
Information and Where to Find It
In connection with the proposed business combination, Virgin Group Acquisition Corp. II (“VGII”) filed with the Securities
and Exchange Commission (“SEC”) on January 18, 2022 (as amended on March 10, 2022), a registration statement on Form S-4
containing a preliminary proxy statement and a preliminary prospectus of VGII, and after the registration statement is declared effective,
VGII will mail a definitive proxy statement/prospectus relating to the proposed business combination to its shareholders. This press
release does not contain all the information that should be considered concerning the proposed business combination and is not intended
to form the basis of any investment decision or any other decision in respect of the business combination. VGII’s shareholders
and other interested persons are advised to read the preliminary proxy statement/prospectus and, when available, the amendments thereto
and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these
materials will contain important information about Grove, VGII and the proposed business combination. When available, the definitive
proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to shareholders of VGII
as of a record date to be established for voting on the proposed business combination. Such shareholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to
Virgin Group Acquisition Corp. II, 65 Bleecker Street, 6th Floor, New York, New York 10012.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of these 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 any such state or jurisdiction.
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
VGII, Grove and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of VGII’s shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of VGII’s shareholders in
connection with the proposed business combination will be set forth in VGII’s registration statement on Form S-4, including a proxy
statement/prospectus, which VGII filed with the SEC on January 18, 2022 (as amended on March 10, 2022). Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed business combination of VGII’s directors
and officers in VGII’s filings with the SEC and such information will also be in the registration statement to be filed with the
SEC by VGII, which will include the proxy statement / prospectus of VGII for the proposed business combination.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our or our management team’s
expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations,
revenue growth and financial performance, product expansion and services. Any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our
current expectations and beliefs made by the management of VGII and Grove in light of their respective experience and their perception
of historical trends, current conditions and expected future developments and their potential effects on VGII and Grove as well as other
factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting VGII or Grove
will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements, including that the VGII stockholders will approve the transaction, regulatory approvals,
product and service acceptance, and that, Grove will have sufficient capital upon the approval of the transaction to operate as anticipated.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ
are discussed under the heading “Risk Factors” and in other sections of VGII’s filings with the SEC, and in VGII’s
current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are
made as of the date hereof, based on information available to VGII and Grove as of the date hereof, and VGII and Grove assume no obligation
to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.