NEW YORK–(BUSINESS WIRE)–Union Acquisition Corp. II (NASDAQ: LATN, LATNU, LATNW) (“LATN”), a particular objective acquisition firm based by Kyle P. Bransfield, introduced immediately that its shareholders accredited an extension of the date by which it has to finish an preliminary enterprise mixture from April 22, 2021 to October 22, 2021 (the “Extension”) on the extraordinary common assembly of shareholders held on April 16, 2021. The Extension gives LATN with further time to finish the beforehand introduced proposed enterprise mixture (the “Procaps Group Transaction”) with Procaps Group, a number one built-in worldwide healthcare and pharmaceutical firm.
Kyle P. Bransfield, Chief Government Officer of Union Acquisition Corp. II, commented on the outcomes of the assembly: “We’re completely satisfied to report that greater than 98% of the votes solid by our shareholders supported the extension, which can enable us to finish our enterprise mixture with Procaps Group, a number one world pharmaceutical know-how and healthcare firm based mostly in Latin America. Furthermore, in reference to the extension, a majority of LATN’s shareholders elected to not redeem their shares and as of immediately over $135 million stays within the LATN belief, which reaffirms our authentic trajectory to shut the enterprise mixture through the third quarter of 2021 and which we imagine gives ample room to help the Procaps Group marketing strategy following closing. It is a sturdy testomony to the Procaps Group transaction and the lately reported 33% enhance in first quarter unaudited 2020 web revenues of $78.7 million. Clearly, the Procaps Group’s enterprise is prospering in immediately’s healthcare setting and we’re excited to propel their improved monetary and operational efficiency to the subsequent stage.”
On March 31, 2021, Union Acquisition Corp. II, a particular objective acquisition firm (or SPAC) listed on the Nasdaq Inventory Market (NASDAQ: LATN, LATNU, LATNW), and Procaps Group, a number one built-in worldwide healthcare and pharmaceutical firm introduced the execution of a definitive enterprise mixture settlement together with a totally dedicated $100 million PIPE financing funding.
The Procaps Group Transaction is anticipated to be accomplished within the third quarter of 2021, topic to, amongst different issues, the approval by LATN shareholders and the satisfaction or waiver of different customary closing circumstances set forth within the definitive settlement for the Procaps Group Transaction.
Proposed Enterprise Mixture Highlights
- Procaps Group is a family-owned Latin American pharmaceutical firm established over 40 years in the past that has grown into a number one built-in pharma firm with a presence in 13 nations and product attain in 50 markets modernizing oral drug supply know-how and manufacturing capabilities.
- Procaps Group’s state-of-the-art manufacturing capabilities present progressive supply applied sciences protected by an in depth IP moat and supported by trade accolades corresponding to the primary FDA-approved pharmaceutical plant in South America for promoting Rx merchandise into the U.S.
- Procaps Group immediately is the most important pharmaceutical contract improvement and manufacturing group “CDMO” in Latin America and high 3 globally by way of quantity of softgel manufacturing capability.
- Procaps Group at present employs 5,000 folks throughout 13 nations with a powerful historical past and concentrate on ESG rules together with resource-saving insurance policies, HR and social packages and company insurance policies.
- Procaps Group generated gross income of $388 million and Adjusted EBITDA of $90 million in 2020 and is on observe to succeed in $436 million in gross income and $105 million in Adjusted EBITDA in 2021. Procaps Group expects full-year Adjusted EBITDA margin enlargement from 22% in 2019 to 26% in 2021 with sturdy optimistic free money move. Roughly 44% of Procaps Group income in 2020 was USD-denominated.
- Transaction represents the primary ever Latin American targeted SPAC to incorporate a totally dedicated and over-subscribed SPAC-related strange share PIPE.
- Transaction is anticipated to allow additional funding in development and new product classes and positions Procaps Group to capitalize on favorable regional dynamics by natural development in B2B & B2C segments.
- Transaction additionally positions the Firm to drive inorganic development by a roll-up technique targeted on mid-sized corporations within the area. The Firm’s M&A plan will concentrate on pharma and CDMO targets, in addition to the chance for transformational acquisitions sooner or later.
- Transaction represents engaging entry valuation at 10.75X estimated 2021 EV/EBITDA a number of versus world CDMO and pharmaceutical trade comparable corporations.
- Mixed Firm to have an implied preliminary enterprise worth of roughly $1.1 billion, and anticipated gross money proceeds after closing to incorporate a $100 million absolutely dedicated PIPE.
- Mixed Firm strategically positions Procaps Group as a differentiated Latin American built-in pharma firm leveraging a proprietary and confirmed M&A method that has the potential to ship important Adjusted EBITDA development and margin enlargement.
- The PIPE was raised from a broad group of Latin American traders, healthcare traders and thought leaders. These embrace pan-regional funds corresponding to Moneda Asset Administration, in addition to Chilean-based Consorcio Seguros, amongst a number of different unnamed world and healthcare traders.
- Transaction is anticipated to shut within the third quarter of 2021, with the Mixed Firm anticipated to be listed on the Nasdaq Capital Market beneath the image “PROC.”
- On April 12, 2021, Procaps Group appointed Dr. Camilo Camacho as President of the group and reported unaudited web revenues of $78.7 million through the three months ended March 31, 2021, which represents a 33% enhance when in comparison with the identical interval for 2020. Moreover, Procaps Group’s administration workforce expects Q1 gross revenue and EBITDA margin to extend when in comparison with the identical interval for 2020.
Procaps Group Enterprise and Operational Highlights
Main regional pharmaceutical participant with world attain and completed administration workforce
- Based in 1977 by the Minski Household with 5,000+ workers throughout 13 nations
- Gross income of $388 mm in 2020, and projected $436 mm for 2021
- Revolutionary supply applied sciences remodel branded generics into differentiated merchandise
In-house R&D capabilities driving engaging development alternatives
- Avenues for development with a sturdy pipeline and a excessive product renewal charge
- Deal with differentiated, excessive margin, and excessive barrier-to-entry merchandise
Main pharmaceutical integral CDMO specialised in softgels
- A most popular provider to the worldwide pharmaceutical corporations
- Prime 3 world participant by softgel manufacturing capability, with sturdy development potential and long-standing respected shoppers together with Glaxo, Pfizer and Abbott
Proprietary portfolio of branded Rx and OTC merchandise
- Sturdy proprietary portfolio with sturdy development charges
- 99% of product portfolio is proprietary
Positioned to capitalize on favorable regional dynamics
- LatAm’s pharma gross sales anticipated to outperform world development
- Healthcare expenditure anticipated to succeed in a 7% CAGR from 2020 – 2022
- LatAm’s getting old inhabitants anticipated to extend boosting demand for pharma
Robust historical past and concentrate on ESG Ideas
- Useful resource saving polices, HR & social packages and governance are necessary to Procaps Group
About Procaps Group
Procaps Group is a developer of pharmaceutical and nutraceutical options, medicines, and hospital provides that attain greater than 50 nations in all 5 continents. Procaps Group has a direct presence in 13 nations in Latin America and has greater than 5,000 collaborators working beneath a sustainable mannequin. Procaps Group develops, manufactures, and markets over-the-counter (OTC) and pharmaceuticals, dietary dietary supplements and high-potency scientific options. For extra info, go to www.procapsgroup.com or the Firm’s investor relations web site investor.procapsgroup.com.
About Union Acquisition Corp. II
Union Acquisition Corp. II, led by Kyle Bransfield, is a Cayman Islands exempted firm integrated as a clean examine firm for the aim of coming into right into a merger, share trade, asset acquisition, share buy, recapitalization, reorganization or different related enterprise mixture with a number of companies or entities. For extra info, please click on here.
Necessary Data In regards to the Merger and The place to Discover It
In reference to the Procaps Group Transaction, Procaps Group, S.A. (the “Firm”), a subsidiary of Crynssen Pharma Group Restricted (“Procaps Group”) that shall be change into the holding firm of LATN and Procaps Group as of the closing of the proposed transaction (the “Mixed Firm”), is anticipated to file a registration assertion on Kind F-4 (the “Kind F-4”) with the U.S. Securities and Change Fee (the “SEC”) that may embrace a proxy assertion of LATN that will even represent a prospectus of the Firm. LATN, Procaps Group and the Firm urge traders, shareholders and different individuals to learn, when accessible, the Kind F-4, together with the preliminary proxy assertion/prospectus and amendments thereto and the definitive proxy assertion/prospectus and paperwork integrated by reference therein, in addition to different paperwork filed with the SEC in reference to the proposed transaction, as these supplies will include necessary details about Procaps Group, the Firm, LATN and the proposed transaction. After the registration assertion is said efficient, the definitive proxy assertion/prospectus to be included within the registration assertion shall be mailed to shareholders of LATN as of a document date to be established for voting on the proposed enterprise mixture. As soon as accessible, shareholders will even be capable of receive a replica of the Kind F-4, together with the proxy assertion/prospectus, and different paperwork filed with the SEC with out cost, by directing a request to: BTG Pactual US Capital, LLC, Consideration: Prospectus Division, E-mail: OL-BTGPactual-ProspectusDepartment@btgpactual.com. The preliminary and definitive proxy assertion/prospectus to be included within the registration assertion, as soon as accessible, may also be obtained, with out cost, on the SEC’s web site (www.sec.gov).
Contributors within the Solicitation
LATN and Procaps Group and their respective administrators and govt officers could also be thought-about members within the solicitation of proxies with respect to the proposed enterprise mixture described on this press launch beneath the foundations of the SEC. Details about the administrators and govt officers of LATN is ready forth in LATN’s closing prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on October 17, 2019, and is obtainable freed from cost on the SEC’s web site at www.sec.gov or by directing a request to: Union Acquisition Corp. II, 1425 Brickell Ave., #57B, Miami, FL 33131. Data relating to the individuals who might, beneath the foundations of the SEC, be deemed members within the solicitation of the LATN shareholders in reference to the proposed enterprise mixture shall be set forth within the registration assertion containing the proxy assertion/prospectus for the proposed enterprise mixture when it’s filed with the SEC. These paperwork will be obtained freed from cost from the sources indicated above.
This press launch accommodates “forward-looking statements.” Ahead trying statements could also be recognized by way of phrases corresponding to “forecast,” “intend,” “search,” “goal,” “anticipate,” “imagine,” “count on,” “estimate,” “plan,” “outlook,” and “mission” and different related expressions that predict or point out future occasions or traits or that aren’t statements of historic issues. Such forward-looking statements embrace projected monetary info, together with income, gross earnings, Adjusted EBITDA margin and free money move; the anticipated gross money proceeds from the transaction; anticipated future capitalization; the anticipated itemizing of the Odd Shares and the closing of the transaction; expectations referring to Procaps Group’s potential to spend money on development and new product classes and capitalize on favorable regional dynamics by natural and inorganic development; estimated product launches in subsequent three years; perception that Procaps Group shall be sufficiently capitalized to supply progressive options and drive development initiatives; anticipated synergies by innovation, economies of scale and decrease value of capital; and anticipated LatAm pharma gross sales, healthcare expenditures and enhance in demand from getting old LatAm inhabitants. Such forward-looking statements with respect to revenues, earnings, efficiency, methods, synergies, prospects, and different facets of the companies of LATN, Procaps Group, or the Mixed Firm after completion of any proposed enterprise mixture are based mostly on present expectations which might be topic to dangers and uncertainties. Plenty of components might trigger precise outcomes or outcomes to vary materially from these indicated by such forward-looking statements. These statements contain dangers, uncertainties and different components that will trigger precise outcomes, ranges of exercise, efficiency or achievements to be materially completely different from the knowledge expressed or implied by these forward-looking statements. Though we imagine that we’ve an affordable foundation for every forward-looking assertion contained on this press launch, we warning you that these statements are based mostly on a mix of information and components at present recognized by us and our projections of the longer term, about which we can’t be sure. Ahead-looking statements on this press launch embrace, however will not be restricted to: (1) the lack to finish the transactions contemplated by the proposed enterprise mixture; (2) the lack to acknowledge the anticipated advantages of the proposed enterprise mixture, which can be affected by, amongst different issues, competitors, and the power of the mixed enterprise to develop and handle development profitably; (3) the lack to efficiently retain or recruits officers, key workers, or administrators following the proposed enterprise mixture; (4) results on Union’s public securities’ liquidity and buying and selling; (5) the market’s response to the proposed enterprise mixture; (6) the shortage of a marketplace for LATN’s securities; (7) LATN’s and Procaps Group’s monetary efficiency following the proposed enterprise mixture; (8) prices associated to the proposed enterprise mixture; (9) adjustments in relevant legal guidelines or rules; (10) the chance that LATN or Procaps Group could also be adversely affected by different financial, enterprise, and/or aggressive components; and (11) different dangers and uncertainties indicated once in a while in paperwork filed or to be filed with the SEC by LATN. We can not guarantee you that the forward-looking statements on this press launch will show to be correct. These forward-looking statements are topic to plenty of important dangers and uncertainties that would trigger precise outcomes to vary materially from anticipated outcomes, together with, amongst others, the power to finish the enterprise mixture because of the failure to acquire approval from LATN shareholders or fulfill different closing circumstances within the Enterprise Mixture Settlement, the incidence of any occasion that would give rise to the termination of the Enterprise Mixture Settlement, the power to acknowledge the anticipated advantages of the enterprise mixture, the result of any authorized proceedings which may be instituted towards LATN or Procaps Group following announcement of the proposed enterprise mixture and associated transactions, the influence of COVID-19 on Procaps Group’s enterprise and/or the power of the events to finish the enterprise mixture, the power to acquire or keep the itemizing LATN’s strange shares on Nasdaq following the proposed enterprise mixture, prices associated to the proposed enterprise mixture, adjustments in relevant legal guidelines or rules, the chance that LATN or Procaps Group could also be adversely affected by different financial, enterprise, and/or aggressive components, and different dangers and uncertainties, together with these to be included beneath the header “Threat Elements” within the Kind F-4 to be filed with the SEC and people included beneath the header “Threat Elements” within the closing prospectus of LATN associated to its preliminary public providing, in addition to LATN’s different filings with the SEC. Ought to a number of of those dangers or uncertainties materialize, or ought to any of our assumptions show incorrect, precise outcomes might differ in materials respects from these projected in these forward-looking statements. We undertake no obligation to replace or revise any forward-looking statements, whether or not on account of new info, future occasions or in any other case, besides as could also be required beneath relevant securities legal guidelines. Accordingly, you shouldn’t put undue reliance on these statements.
This press launch will not be a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed enterprise mixture and shall not represent a suggestion to promote or a solicitation of a suggestion to purchase any securities nor shall there be any sale of securities in any state or jurisdiction through which such supply, solicitation, or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or jurisdiction. No supply of securities shall be made besides via a prospectus assembly the necessities of the Securities Act.