BARRANQUILLA, Colombia–(Enterprise WIRE)–Procaps Team, a major built-in global health care and pharmaceutical enterprise, and Union Acquisition Corp. II (NASDAQ: LATN, LATNU, LATNW) (“LATN”), a publicly-traded special intent acquisition firm, announced that LATN’s definitive proxy assertion (the “Proxy Statement”) relating to the previously announced proposed company mixture (the “Business Combination”) with Procaps Team has been submitted with the U.S. Securities and Exchange Commission (the “SEC”) on August 26, 2021.
The filing of the definitive proxy assertion is an critical stage in Procaps Group getting to be a publicly-traded business, with the purpose of remaining mentioned on Nasdaq at the near of the transaction. As previously announced, the Organization Mixture is envisioned to supply up to $236.9 million of hard cash proceeds (prior to transaction-related bills and the redemption of specific shares held by IFC, and assuming the LATN shareholders do not exercise their redemption rights in relationship with the approval of the Business enterprise Mix) to Procaps Group, together with up to $100 million from a entirely fully commited PIPE anchored by strategic and institutional buyers.
LATN will begin mailing of the Proxy Statement, which has a observe and voting instruction sort or a proxy card relating to the extraordinary common meeting of the LATN shareholders (the “Extraordinary Normal Meeting”) to LATN shareholders of history as of the near of business on the file date of August 19, 2021.
The Amazing Normal Conference to approve the Business Mixture is scheduled to be held on September 22, 2021, at 9:00 a.m. ET. The Extraordinary General Assembly will be held practically and can be accessed through a stay audio webcast at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Digital attendees will be equipped to post a dilemma on the web in progress of the meeting on the Incredible General Assembly website https://www.cstproxy.com/unionacquisitioncorpii/sm2021 or reside for the duration of the conference. If the proposals at the Amazing Basic Assembly are approved, the parties foresee that the Organization Combination will close shortly thereafter, subject matter to the satisfaction or waiver, as applicable, of all other closing disorders.
Upon closing, the Holdco’s common shares and redeemable warrants are envisioned to be shown on the Nasdaq Cash Marketplaces less than the ticker symbols “PROC” and “PROCW” respectively.
Each individual shareholder’s vote issues, regardless of the amount of shares held. Appropriately, LATN encourages shareholders to vote by publishing their proxies as quickly as doable and by no afterwards than 11:59 p.m. ET on September 21, 2021, to be certain that the shareholder’s shares will be represented at the Extraordinary Common Assembly. Proxies may perhaps be submitted by Internet or mail. Votes submitted by mail should be received by 5:00 p.m. ET on September 21, 2021. More guidance could be observed in the Proxy Assertion and on the proxy card. LATN’s board of directors unanimously suggests that shareholders vote “FOR” the Company Combination with Procaps Group and all other proposals at the Amazing Typical Conference. Shareholders who hold shares in “street name” (i.e., those shareholders whose shares are held of history by a broker, lender, or other nominee) really should call their broker, lender, or nominee to make sure that their shares are voted.
If any personal LATN shareholder has not been given a copy of the Proxy Statement, this sort of shareholder should (i) confirm his, her or its standing with his, her or its broker or (ii) call Innisfree M&A Incorporated, LATN’s proxy solicitor, for assistance toll-cost-free at (877) 750-5836 (for men and women) or (212) 750-5833 (for financial institutions and brokers).
Procaps Team not long ago hosted a digital analyst day presentation on Thursday, August 19, 2021, to give an predicted milestone timeline for the approaching Small business Blend with LATN. Ruben Minski, Chief Govt Officer of Procaps Team, launched senior administration team users, which includes its recently appointed World-wide Main Monetary Officer, Patricio Vargas, and supplied an update on the company’s pharmaceutical and nutraceutical alternatives, medications, and medical center supplies, expansion tactics, and strategic initiatives. Backlinks to the webcast of the presentation and its new company facility tour films are offered on the Procaps Team investor relations site below.
About Procaps Team
Procaps Team is a developer of pharmaceutical and nutraceutical options, medications, and clinic supplies that get to extra than 50 international locations in all 5 continents. Procaps has a immediate presence in 13 nations in Latin The usa and, as of December 31, 2020, had additional than 4,700 collaborators working beneath a sustainable design. Procaps develops, manufactures, and marketplaces more than-the-counter (OTC) and prescription drugs, dietary nutritional supplements and significant-efficiency clinical remedies. For more info, visit www.procapsgroup.com or Procaps Group’s investor relations web-site trader.procapsgroup.com, which will also consist of a link to the Registration Assertion. The Registration Statement incorporates audited consolidated fiscal statements of Procaps Team as of and for the fiscal years finished December 31, 2020 and 2019.
About Union Acquisition Corp. II
Union Acquisition Corp. II, led by Kyle Bransfield, is a Cayman Islands exempted corporation incorporated as a blank check firm for the reason of entering into a merger, share exchange, asset acquisition, share obtain, recapitalization, reorganization or other related organization mixture with one particular or extra organizations or entities. For far more info, please simply click right here.
Critical Information and facts About the Enterprise Combination and Where by to Obtain It
In connection with the proposed Small business Mix, Procaps Group, S.A. (“Holdco”), a subsidiary of Crynssen Pharma Group Limited (“Procaps Group”) that will become the holding organization of LATN and Procaps Team as of the closing of the proposed Organization Combination, submitted a Registration Assertion pursuant to Rule 424(b)(3) (the “Registration Statement”) with the U.S. Securities and Trade Commission (the “SEC”) that includes a proxy assertion of LATN that also constitutes a prospectus of Holdco. LATN, Procaps Team and Holdco urge buyers, shareholders and other intrigued folks to browse the Registration Statement, which includes the definitive proxy assertion/prospectus and paperwork integrated by reference therein, as properly as other paperwork submitted with the SEC in link with the proposed transaction, as these elements will contain essential information and facts about Procaps Group, Holdco, LATN and the proposed Enterprise Mixture transaction. The definitive proxy assertion/prospectus incorporated in the Registration Statement will be mailed to shareholders of LATN as of a report date founded for voting on the proposed Enterprise Mixture. Shareholders are able to attain a copy of the Registration Statement, which include the proxy assertion/prospectus, and other paperwork filed with the SEC without having cost, by directing a ask for to: BTG Pactual US Cash, LLC, Attention: Prospectus Division, E-mail: [email protected] The definitive proxy assertion/prospectus involved in the Registration Statement can also be received, without having cost, at the SEC’s web site (www.sec.gov).
This push launch includes “forward-hunting statements.” Forward wanting statements could be identified by the use of words and phrases these types of as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that forecast or indicate upcoming situations or traits or that are not statements of historical matters. These types of forward-hunting statements incorporate the predicted gross dollars proceeds from the Procaps Team Small business Blend and its consequences on expansion and the closing of the Small business Combination transaction. This kind of forward-searching statements with regard to the businesses of LATN, Procaps Team, or Holdco, prior to or pursuing the completion of any proposed business enterprise blend, are primarily based on recent anticipations that are subject to hazards and uncertainties. A selection of components could induce genuine success or outcomes to differ materially from people indicated by this sort of ahead-on the lookout statements. These statements contain dangers, uncertainties and other variables that may possibly induce real success, ranges of action, overall performance or achievements to be materially diverse from the data expressed or implied by these ahead-hunting statements. Whilst we consider that we have a realistic basis for each ahead-hunting statement contained in this press launch, we warning you that these statements are primarily based on a mix of points and aspects now identified by us and our projections of the long term, about which we can’t be specific. Ahead-looking statements in this press release involve, but are not minimal to: (1) the lack of ability to finish the transactions contemplated by the proposed Company Mixture (2) the inability to figure out the anticipated gains of the proposed Small business Mixture, which may be afflicted by, among other items, competitors, and the capacity of the mixed business to develop and take care of progress profitably (3) the incapability to correctly keep or recruits officers, key employees, or directors next the proposed Organization Blend (4) consequences on LATN’s general public securities’ liquidity and investing (5) the market’s response to the proposed Organization Mixture (6) the lack of a market place for LATN’s securities (7) LATN’s and Procaps Group’s economical general performance subsequent the proposed Organization Mixture (8) costs related to the proposed Small business Blend (9) adjustments in relevant legal guidelines or polices (10) the possibility that LATN or Procaps Team might be adversely influenced by other economic, enterprise, and/or competitive variables and (11) other dangers and uncertainties indicated from time to time in documents submitted or to be filed with the SEC by LATN. We are unable to guarantee you that the ahead-seeking statements in this push release will show to be correct. These ahead-on the lookout statements are issue to a variety of important risks and uncertainties that could cause real outcomes to vary materially from anticipated results, which include, amid others, the potential to comprehensive the Business enterprise Mix thanks to the failure to acquire acceptance from LATN shareholders or satisfy other closing conditions in the Business enterprise Blend arrangement, the event of any celebration that could give increase to the termination of the Organization Mix settlement, the ability to understand the expected added benefits of the Organization Combination, the consequence of any authorized proceedings that may possibly be instituted from LATN or Procaps Team following announcement of the proposed Small business Blend and relevant transactions, the impact of COVID-19 on Procaps Group’s business enterprise and/or the means of the events to comprehensive the Company Mixture, the potential to obtain or keep the listing LATN’s everyday shares on Nasdaq following the proposed Company Mixture, expenses related to the proposed Company Blend, variations in relevant laws or laws, the chance that LATN or Procaps Group may possibly be adversely afflicted by other financial, business, and/or competitive components, and other pitfalls and uncertainties, which include individuals involved underneath the header “Risk Factors” in the Registration Assertion submitted with the SEC and these integrated below the header “Risk Factors” in the closing prospectus of LATN similar to its first general public presenting, as well as LATN’s other filings with the SEC. Ought to a single or much more of these risks or uncertainties materialize, or really should any of our assumptions prove incorrect, true outcomes could differ in product respects from people projected in these forward-on the lookout statements. We undertake no obligation to update or revise any ahead-looking statements, regardless of whether as a final result of new info, upcoming gatherings or or else, besides as could be required beneath applicable securities legal guidelines. Accordingly, you should really not place undue reliance on these statements.
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in regard of the proposed Organization Combination and shall not constitute an present to provide or a solicitation of an present to acquire any securities nor shall there be any sale of securities in any point out or jurisdiction in which these supply, solicitation, or sale would be unlawful prior to registration or qualification below the securities rules of any this sort of point out or jurisdiction. No present of securities shall be manufactured other than by usually means of a prospectus assembly the demands of the Securities Act.