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, today announced the filing of a registration statement on Form F-4 (the "Registration Statement"), which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission ("SEC") in connection with their recently announced proposed business combination. The Registration Statement includes audited financials of Procaps Group for the full fiscal years of 2019 and 2020 and can be found here.
Expected Milestones to Completion of Business Combination Include:
Investor and analyst day - August 2021
Second quarter 2021 financial results - August 2021
Shareholder vote - September 2021
Business combination close - September 2021
Listing on Nasdaq Capital Market under new ticker symbol "PROC" - September 2021
Management Commentary
"Today's filing represents a key de-risking event to close our proposed business combination with LATN in the third quarter of 2021," said Ruben Minski, Procaps Founder, Chairman and Chief Executive Officer. "More importantly, the registration statement includes fully audited IFRS financials for our 2019 and 2020 fiscal years that are consistent with our previously communicated financials utilized during our PIPE roadshow in the first quarter of 2021. As we close the second quarter of 2021, we remain confident in our revenue and adjusted EBITDA growth trajectories and based on this, we are reaffirming our full year 2021 net revenue and adjusted EBITDA guidance of $397 million and $105 million, respectively.
"We look forward to sharing more on our developing story at upcoming institutional investor conferences and our soon to be announced investor and analyst day," concluded Minski.
Completion of the business combination, which is expected to close in the third quarter of 2021, is subject to approval by LATN shareholders and other customary closing conditions, including the Registration Statement being declared effective by the SEC. The combined company will be led by Ruben Minski, Procaps Group Founder, Chairman & CEO. Upon closing of the business combination (assuming none of the LATN shareholders redeem any of their LATN ordinary shares in connection with the approval of the business combination and including the redemption of certain shares held by IFC), existing Procaps Group shareholders are expected to hold approximately 76% of the combined company, which shares will be subject to certain lock-up arrangements.
Institutional investors have committed to an upsized private investment in public equity ("PIPE") of $100 million in ordinary shares of LATN, which will be converted into ordinary shares of the combined company upon the closing of the business combination. The PIPE will close concurrently with the business combination. Subject to any redemptions by LATN shareholders, there is approximately $136.9 million in cash currently held in LATN's trust account. It is anticipated that the combined company will have approximately $236.9 million in gross cash proceeds (before transaction-related expenses and the redemption of certain shares held by IFC) to fund organic growth through capacity expansion, plant improvements, working capital investments, e-Health platform improvements and R&D expenses, inorganic growth via accretive acquisitions and the redemption of certain shares from IFC.
While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Procaps Group's business and operations, proposed business combination with Union Acquisition Corp. II and the proposals to be considered by the LATN shareholders.
Proposed Business Combination Highlights
Procaps Group is a family-owned Latin American pharmaceutical company established over 40 years ago that has grown into a leading integrated pharma company with a presence in 13 countries and product reach in 50 markets modernizing oral drug delivery te...
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