Full Press Release Details
Acquisition of Grupo Somar
MIAMI, USA - BARRANQUILLA, COL -
December 22, 2022 - Procaps Group, S.A. (NASDAQ: PROC) ("Procaps" or the "Company"), a leading integrated
LatAm healthcare and pharmaceutical conglomerate, announces an update on its previously reported definitive agreement, dated as of May
16, 2022 (the "SPA"), to acquire Grupo Somar (including Grupo Farmac utico Somar, S.A.P.I de C.V., Qu mica y
Farmacia S.A. de C.V., Gelcaps Exportadora de Mexico S.A. de C.V. and related entities) from the sellers under the SPA
As previously reported, the Company initially
expected that the closing (the "Closing") of the acquisition of Grupo Somar by the Company (the "Acquisition")
would occur on October 14, 2022; however, on October 13, 2022, the Company was informed by the Sellers that a condition to the Closing
would purportedly not be satisfied. Specifically, the Company was informed by the Sellers that, on October 7, 2022, a court in Mexico
City issued an Embargo Precautorio (the "Embargo") affecting certain shares of capital stock of Grupo Somar in connection
with a pending dispute that involves an investment by a fund managed by Advent International but that is otherwise unrelated to the Sellers,
Grupo Somar, the Company, or the Acquisition. The timing for resolution of the Embargo is unclear, although the Sellers have represented
that they continue to work diligently towards the accomplishment of that objective.
Accordingly, the Company does not expect that the Closing will occur
in 2022. The Company continues to believe the strategic rationale for the Acquisition remains attractive and is discussing with the Sellers
alternatives in connection with the Acquisition and its associated timing; however, the time required for resolution of the Embargo is
uncertain, is not in the Company's control, and could result in further delays or prevent the Closing.
Procaps (NASDAQ: PROC) is a leading 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 the Americas and more than 5,300 employees working under a sustainable model. Procaps
develops, manufactures, and markets over-the-counter (OTC) pharmaceutical products, prescription pharmaceutical drugs (Rx), nutritional
supplements, and high-potency clinical solutions.
For more information, visit www.procapsgroup.com
or Procaps' investor relations website investor.procapsgroup.com.
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; expectations related
to the Company becoming one of the fastest growing pharmaceutical organizations in Latin America; expectations related to the closing
of the Grupo Somar acquisition and timing; expectations related the consideration to be paid for the acquisition of Grupo Somar; expectation
regarding Grupo Somar's continued growth; expectations regarding the added value of the acquisition of Group Somar to the Company's
shareholders and anticipated long-term double-digit earnings accretion; expectations related to synergies, accelerated growth in the Mexican
market and cross-selling cost efficiencies; and anticipated integration costs and synergies from the consolidation of Grupo Somar. Such
forward-looking statements with respect to revenues, earnings, performance, strategies, synergies, prospects, and other aspects of the
businesses of the Company 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. 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
recognize the anticipated benefits of the acquisition of the Grupo Somar , the impact of COVID-19 and other potential future pandemics
on the Company's business, costs related to the acquisition and integration of the Grupo Somar, changes in applicable laws or regulations,
the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors, and other risks and
uncertainties, including those included under the header "Risk Factors" in the Company's annual report on Form 20-F
filed with the U.S. Securities and Exchange Commission ("SEC"), as well as the Company's other filings with the SEC.
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. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws. Accordingly, you should not put undue reliance on these statements.