Full Press Release Details
Group Completes Business Combination with Union Acquisition Corp. II
Combined Company to Begin Trading on the Nasdaq
Global Market Under "PROC" and "PROCW" On September 30, 2021
Approximately $160 Million of Gross Proceeds
Strategically Positions Procaps, a Leading Global Pharmaceutical Technology and Healthcare Company Based in Latin America, to Accelerate
M&A Roll-Up Initiative and Expand New Product Categories in B2B & B2C Segments
Strong First Half 2021 Financial Results Position
Procaps to Achieve Prior Full Year 2021 Guidance of Approximately $400 Million in Net Revenues and $105 Million of Adjusted EBITDA
Procaps Will be Led by Ruben Minski, Founder,
Chairman of the Board and Chief Executive Officer of Procaps Group, and Current Executive Team Including Global Chief Financial Officer
Patricio Vargas, President Dr. Camilo Camacho and Chairman of M&A Committee Alejandro Weinstein
BARRANQUILLA, COLOMBIA - September 29,
2021 - Procaps Group, a leading integrated international healthcare and pharmaceutical company, and Union Acquisition Corp.
II (NASDAQ: LATN, LATNU, LATNW) ("LATN"), a publicly-traded special purpose acquisition company, have completed the previously
announced business combination which was approved at an Extraordinary General Meeting of LATN's shareholders on September 22, 2021.
Beginning on September 30, 2021, Procaps Group's
ordinary shares and warrants will trade on the Nasdaq Global Market under the ticker symbols "PROC" and "PROCW"
The current Procaps management team, including
Founder, Chairman and CEO Ruben Minski, will continue to lead Procaps Group and President Dr. Camilo Camacho and Global CFO Patricio Vargas
will help to spearhead Procaps Group's organic growth strategy in its B2B and B2C segments, while the vision and experience of the
Chairman of the M&A Committee, Alejandro Weinstein, will support Procaps Group's inorganic growth strategy, particularly in
This transaction values Procaps at approximately
$1.1 billion with approximately $160 million in gross cash proceeds. The proceeds are expected to fund organic growth through capacity
expansion, plant improvements, working capital investments, e-Health platform improvements and R&D expenses, as well as inorganic
growth via accretive acquisitions. The overall net proceeds available to Procaps Group has been increased as a result of IFC agreeing
to reduce the amount of proceeds being used to redeem its shares from a previously anticipated redemption amount of $60 million to $45
"We believe that today's milestone
combined with our strong first half 2021 financial results will help accelerate the delivery of our innovative pharmaceutical solutions
and drive new expansion initiatives that we believe will enable us to take a significant share of the approximate $58 billion pharmaceutical
market in Latin America," said Ruben Minski, Procaps Founder, Chairman and Chief Executive Officer. "Procaps today is one
of the fastest growing companies in Latin America by product sales revenue with a 19% year-over-year market penetration growth in the
13 markets in which we operate and with a 50% cumulative growth in the Colombian market. We are at an inflection point and the $160 million
in new capital now positions us to execute a multi-prong growth strategy that we expect will deliver double-digit growth in our core markets
with strong cash generation to the bottom line.
"Moreover, this business combination will
further enable our significant focus on a strategic roll-up strategy and consolidation in the region that we believe will drive an accelerated
competitive position and value creation. Combined with our ramp-up of new product launches, continued roll-out of products into new geographic
areas and measured improvements to our inventory rotations, we are confident we can achieve our global growth objectives. In this next
phase of our development, we expect to see growth from both our existing portfolio and product pipeline, with an estimate of over 600
product launches in the next three years. As well, our global expansion strategy and growth in new markets continues to be one of our
primary focuses, with on-going efforts to expand our footprint of successful products outside of Colombia. The board of Procaps would
like to thank the team at LATN and its group of investors for the successful completion of the business combination."
Kyle P. Bransfield, CEO of Union Acquisition Corp.
ll added, "We congratulate Procaps on today's accomplishment and look forward to their continued evolution as one of the most
important players within the Latin American pharmaceutical market. We are confident Procaps will provide shareholders with a diversified
investment alternative that supports today's healthcare needs and accomplishes this utilizing a sustainable footprint that we believe
will deliver long-term value. We look forward to collaborating with Procaps Group as they strategically position the company to achieve
its growth objectives."
Procaps Leadership Position as an Integrated
Pharma Company in Latin America is Demonstrated by:
About the Transaction
The current shareholders of Crynssen Pharma Group
Limited ("Procaps") will contribute all of their shares of Procaps to Procaps Group, S.A. ("Procaps Group") in
exchange for Procaps Group's Ordinary Shares and, in the case of the International Finance Corporation ("IFC"), one
of Procaps shareholders, Procaps Group's Ordinary Shares and Redeemable B Shares. As a result of the Business Combination, Procaps
Group has received gross proceeds of approximately $160 million, including in connection with an upsized private investment in public
equity ("PIPE") of $100 million committed by institutional investors. Key PIPE investors included a broad group of Latin American
investors, healthcare investors and thought leaders. The IFC has also reduced the redemption of its shares in Procaps Group from a previously
anticipated $60 million to $45 million, thereby resulting in an increase in the overall net proceeds to help fund organic growth and consummate
accretive acquisitions.
BTG Pactual acted as sole placement agent on the
PIPE and financial advisor to LATN. Cantor Fitzgerald acted as capital markets advisor to LATN. Greenhill & Co., LLC acted as financial
advisor to Procaps Group. Linklaters LLP acted as U.S. and Luxembourg legal counsel to LATN and Maples & Calder (Cayman) LLP and Posse
Herrera & Ruiz S.A. acted as Cayman Islands and Colombia legal counsel, respectively, to LATN. Greenberg Traurig, LLP acted as U.S.
and transaction legal counsel to Procaps Group and Arendt & Medernach SA, Camilleri Preziosi Advocates A/C, Harney Westwood &
Riegels LP, and Philippi Prietocarrizosa Ferrero DU & Ur a acted as Luxembourg, Malta, Cayman Islands and Latin America legal
counsel, respectively, to Procaps Group.
Procaps is a developer of pharmaceutical and nutraceutical
solutions, medicines, and hospital supplies that reach more than 50 countries in all five continents. Procaps has a direct presence in
13 countries in Latin America and, as of December 31, 2020, had more than 4,700 collaborators working under a sustainable model. Procaps
develops, manufactures, and markets over-the-counter (OTC) and prescription drugs, nutritional supplements and high-potency clinical solutions.
For more information, visit www.procapsgroup.com or Procaps Group's investor relations website investor.procapsgroup.com.
Forward-Looking Statements
This press release contains "forward-looking
statements." Forward looking statements may be identified by the use of words such as "forecast," "intend,"
"seek," "target," "anticipate," "believe," "expect," "estimate,"
"plan," "outlook," and "project" and other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information, including
2021 net revenue, Adjusted EBITDA and Adjusted EBITDA margin guidance; the expected gross cash proceeds from the Procaps Group Business
Combination and its effects on expansion; expectations relating to capacity expansion, plant improvements, working capital investments,
e-health platform and R&D expenses; expectations related to potential M&A acquisitions; ; expectations relating to the growth
of Procaps Group's B2B and B2C business; estimated product launches in next three years; expectations relating to Procaps Group's
ability to invest in growth through organic and inorganic growth;; and the closing of the Business Combination transaction. Such forward-looking
statements with respect to the businesses of LATN, Procaps Group, or Holdco, prior to or following the completion of any proposed Business
Combination, are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results
or outcomes to differ materially from those indicated by such forward-looking statements. These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently
known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include,
but are not limited to: (1) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (2) the inability
to successfully retain or recruits officers, key employees, or directors following the proposed Business Combination; (3) effects on LATN's
public securities' liquidity and trading; (4) the market's reaction to the proposed Business Combination; (5) the lack of
a market for LATN's securities; (6) LATN's and Procaps Group's financial performance following the proposed Business
Combination; (7) costs related to the proposed Business Combination; (8) changes in applicable laws or regulations; (9) the possibility
that LATN or Procaps Group may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and
uncertainties indicated from time to time in documents filed or to be filed with the SEC by LATN. We cannot assure you that the forward-looking
statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks
and uncertainties that could cause actual results to differ materially from expected results, including, among others, the ability to