Form 425 Gores Metropoulos II, Filed by: Gores Metropoulos II, Inc.
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Filed by Gores Metropoulos II, Inc.
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: Gores Metropoulos II, Inc.
Commission File No.: 001-39907
Date: September 23, 2021
Sonder Holdings Inc. Appoints Hospitality Advisory Executive Gilda Perez-Alvarado to Board of Directors
SAN FRANCISCO, September 23, 2021Sonder Holdings Inc. (Sonder), a leading next-generation hospitality company that is redefining the guest experience through technology and design, has appointed Gilda Perez-Alvarado to its Board of Directors.
Perez-Alvarado currently serves as Global CEO of the Hotels & Hospitality Group at JLL, a leading professional services firm that specializes in real estate and investment management, where she is responsible for investment sales, debt and equity placements, strategic advisory and asset management across the Americas, EMEA and Asia Pacific. Gilda also serves as an Advisory Board member of Qiddiya, a Public Investment Fund giga project in Saudi Arabia, is part of the Cornell School of Hotel Administration Deans Advisory Board, and is an active member of the Industry Real Estate Financing Advisory Council (IREFAC).
Gilda has driven real estate transactions for some of the most iconic assets in hospitality. Shes been working at a global level throughout her career and has a deep understanding of local market dynamics across many regions of the world. Her entrepreneurial spirit, global network and expert knowledge of our industry will be advantages as we continue to expand aggressively. Were thrilled to welcome Gilda to our Board of Directors, said Francis Davidson, Co-Founder and CEO of Sonder and Chair of the Board.
Sonder became such an innovative player in the hospitality industry in a short period of time, amassing a global portfolio of incredible properties and leveraging technology to redefine the guest experience. Im thrilled to join Sonder at this important phase in the companys journey and excited to work alongside the leadership team as they build the Sonder portfolio complemented by a prop tech focus, said Perez-Alvarado.
Perez-Alvarados appointment to Sonders Board of Directors comes after the company recently announced plans to be publicly listed through a combination with Gores Metropoulos II, Inc. (Nasdaq: GMIIU, GMII and GMIIW) and is the most recent in a series of Board appointments. The company also recently raised its revenue outlook for 2021 given outperformance in the first half of the year and rapid growth in its supply portfolio.
Sonder is revolutionizing hospitality through innovative, tech-enabled service and inspiring, thoughtfully designed accommodations combined into one seamless experience. Launched in 2014 and headquartered in San Francisco, Sonder provides a variety of accommodation options from spacious rooms to fully-equipped suites and apartments found in over 35 markets spanning nine countries and three continents. The Sonder app gives guests full control over their stay. Complete with self-service features, simple check-in and 24/7 on-the-ground support, amenities and services at Sonder are just a tap away, making a world of better stays open to all.
To learn more, visit www.sonder.com or follow Sonder on Facebook, Twitter or Instagram. Download the Sonder app on Apple or Google Play.
Additional Information and Where to Find It
Additional information about the proposed business combination between Sonder and Gores Metropoulos II, Inc. (GMII), including a copy of the Merger Agreement provided in a Current Report on Form 8-K filed by GMII with the SEC on April 30, 2021, and a copy of an updated investor presentation provided in a Current Report on Form 8-K filed by GMII with the SEC on July 7, 2021, is available at www.sec.gov. In connection with the proposed business combination, GMII has filed a registration statement on Form S-4 (the Registration Statement) that includes a preliminary proxy statement, prospectus and consent solicitation statement with respect to GMIIs securities to be issued in connection with the proposed business combination. The Registration Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus/consent solicitation statement contained therein, when it is declared effective by the SEC, will contain important information about the proposed business combination and the other matters to be voted upon at a meeting of GMIIs stockholders to be held to approve the proposed business combination and other matters (the Special Meeting) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GMII may also file other documents regarding the proposed business combination with the SEC. GMII stockholders and other interested persons are advised to read, when available, the Registration Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the proposed business combination.
When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to GMII stockholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at the Special Meeting. GMII investors and securityholders will also be able to obtain copies of the definitive proxy statement/prospectus/ consent solicitation statement, without charge, once available, at the SECs website at www.sec.gov or by directing a request to: 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, GMIIs proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
GMII, Sonder and their respective directors and officers may be deemed participants in the solicitation of proxies of GMII stockholders in connection with the proposed business combination. GMII stockholders and other interested persons may obtain, without charge, more detailed information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination by reading GMIIs registration statement on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, 2021, and the proxy statement/prospectus/consent solicitation statement regarding the proposed business combination.
You may obtain free copies of these documents as described in the preceding paragraph.
This press release contains a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about Sonders forecasted revenue growth, Sonders growth in total unit portfolio, information concerning GMIIs or Sonders possible or assumed future financial or operating results and metrics, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, future operations, products and services, planned openings, expected unit contractings and the effects of regulation, including whether the proposed business combination will generate returns for stockholders. These forward-looking statements are based on GMIIs or Sonders managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. 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 GMIIs or Sonders managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of GMII or other conditions to closing in the Merger Agreement; (c) the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the PIPE; (e) the risk that the proposed business combination disrupts current plans and operations of Sonder or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SECs statement on accounting and reporting considerations for warrants in special purpose acquisition companies); (i) the possibility that Sonder may be adversely affected by other economic, business and/or competitive factors; (j) risks related to the impact of the COVID-19 pandemic, including the Delta variant and potential governmental and other restrictions (including travel restrictions) resulting therefrom; and (k) other risks and uncertainties described in the final proxy statement/prospectus/consent solicitation statement, including those under the heading Risk Factors therein, and other documents filed by GMII from time to time with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither GMII nor Sonder undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in GMIIs reports filed and to be filed with the SEC and available at the SECs website at www.sec.gov.
No Offer or Solicitation
This communication relates to a proposed business combination between GMII and Sonder. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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