Procaps Group, a Leading Global Pharmaceutical Technology and Healthcare Company, to merge with Union Acquisition Corp II
Union Acquisition Corp. II (NASDAQ: LATN), a special purpose acquisition company founded by Kyle P. Bransfield, today announced execution of a definitive business combination agreement along with a fully committed PIPE financing agreement with Procaps Group, a leading integrated international healthcare and pharmaceutical company, its newly created wholly-owned subsidiary, Procaps Group, S.A.
The Combined Company will be led by Ruben Minski, Founder, Chairman of the Board and Chief Executive Officer of Procaps Group. The Company’s ordinary shares are expected to be listed on the Nasdaq Capital Market under the ticker symbol “PROC.”
Procaps Group 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 has more than 5,000 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.
In addition to the $200 million held in LATN’s trust account (assuming no redemptions by LATN’s shareholders), an additional group of top-tier healthcare investors has committed to participate in the transaction through an ordinary share PIPE of $100 million at $10 per share. As noted, this transaction represents the first ever Latin American focused SPAC to include a fully committed and over-subscribed SPAC-related ordinary share PIPE.
Transaction value will be 10.75x EV/2021E Adjusted EBITDA, implying an estimated pro forma enterprise valuation of US$ 1.1 billion based on an estimated Adjusted EBITDA for 2021 of $105 million and excluding the Escrowed Shares.
As part of the transaction, the Procaps Group’s current management and existing equity holders will roll nearly 100% of their equity into the Combined Company. All shareholders from the families will not have any secondary redemptions from the gross proceeds received.
The transaction is expected to close in the third quarter of 2021.
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 and capital markets advisor to Procaps Group. Linklaters LLP acted as legal counsel to LATN and Greenberg Traurig, LLP acted as legal counsel to Procaps Group in the transaction.