Extraordinary General Meeting of Union
Acquisition Corp. II (“LATN”) Shareholders to Approve the Proposed
Business Combination with Procaps Group Will be Held on September
22, 2021, at 9:00 a.m. ET.
Shareholders, as of the Close of Business on
the Record Date of August 19, 2021, Are Encouraged to Vote Their
Shares.
LATN’s Board of Directors Recommends
Shareholders Vote “FOR” All of the Proposals at the Extraordinary
General Meeting.
For More Information, LATN’s Shareholders Are
Encouraged to Carefully Read the Entire Definitive Proxy Statement
Filed in Connection with the Proposed Business Combination.
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, announced that LATN’s definitive proxy
statement (the “Proxy Statement”) relating to the previously
announced proposed business combination (the “Business
Combination”) with Procaps Group has been filed with the U.S.
Securities and Exchange Commission (the “SEC”) on August 26,
2021.
The filing of the definitive proxy statement is an important
step in Procaps Group becoming a publicly-traded company, with the
goal of being listed on Nasdaq at the close of the transaction. As
previously announced, the Business Combination is expected to
deliver up to $236.9 million of cash proceeds (before
transaction-related expenses and the redemption of certain shares
held by IFC, and assuming the LATN shareholders do not exercise
their redemption rights in connection with the approval of the
Business Combination) to Procaps Group, including up to $100
million from a fully committed PIPE anchored by strategic and
institutional investors.
LATN will commence mailing of the Proxy Statement, which
contains a notice and voting instruction form or a proxy card
relating to the extraordinary general meeting of the LATN
shareholders (the “Extraordinary General Meeting”) to LATN
shareholders of record as of the close of business on the record
date of August 19, 2021.
The Extraordinary General Meeting to approve the Business
Combination is scheduled to be held on September 22, 2021, at 9:00
a.m. ET. The Extraordinary General Meeting will be held virtually
and can be accessed via a live audio webcast at
https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Virtual
attendees will be able to submit a question online in advance of
the meeting on the Extraordinary General Meeting website
https://www.cstproxy.com/unionacquisitioncorpii/sm2021 or live
during the meeting. If the proposals at the Extraordinary General
Meeting are approved, the parties anticipate that the Business
Combination will close shortly thereafter, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Upon closing, the Holdco’s ordinary shares and redeemable
warrants are expected to be listed on the Nasdaq Capital Markets
under the ticker symbols “PROC” and “PROCW” respectively.
Every shareholder’s vote matters, regardless of the number of
shares held. Accordingly, LATN encourages shareholders to vote by
submitting their proxies as soon as possible and by no later than
11:59 p.m. ET on September 21, 2021, to ensure that the
shareholder’s shares will be represented at the Extraordinary
General Meeting. Proxies may be submitted by Internet or mail.
Votes submitted by mail must be received by 5:00 p.m. ET on
September 21, 2021. Additional instructions may be found in the
Proxy Statement and on the proxy card. LATN’s board of directors
unanimously recommends that shareholders vote “FOR” the Business
Combination with Procaps Group and all other proposals at the
Extraordinary General Meeting. Shareholders who hold shares in
“street name” (i.e., those shareholders whose shares are held of
record by a broker, bank, or other nominee) should contact their
broker, bank, or nominee to ensure that their shares are voted.
If any individual LATN shareholder has not received a copy of
the Proxy Statement, such shareholder should (i) confirm his, her
or its status with his, her or its broker or (ii) contact Innisfree
M&A Incorporated, LATN’s proxy solicitor, for assistance
toll-free at (877) 750-5836 (for individuals) or (212) 750-5833
(for banks and brokers).
Procaps Group recently hosted a virtual analyst day presentation
on Thursday, August 19, 2021, to provide an expected milestone
timeline for the upcoming Business Combination with LATN. Ruben
Minski, Chief Executive Officer of Procaps Group, introduced senior
management team members, including its recently appointed Global
Chief Financial Officer, Patricio Vargas, and provided an update on
the company’s pharmaceutical and nutraceutical solutions,
medicines, and hospital supplies, growth strategies, and strategic
initiatives. Links to the webcast of the presentation and its new
corporate facility tour videos are available on the Procaps Group
investor relations website here.
About Procaps Group
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, 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, which will also contain a link to the
Registration Statement. The Registration Statement includes audited
consolidated financial statements of Procaps Group as of and for
the fiscal years ended December 31, 2020 and 2019.
About Union Acquisition Corp. II
Union Acquisition Corp. II, led by Kyle Bransfield, is a Cayman
Islands exempted company incorporated as a blank check company for
the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. For more information, please click here.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed Business Combination, Procaps
Group, S.A. (“Holdco”), a subsidiary of Crynssen Pharma Group
Limited (“Procaps Group”) that will become the holding company of
LATN and Procaps Group as of the closing of the proposed Business
Combination, filed a Registration Statement pursuant to Rule
424(b)(3) (the “Registration Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”) that includes a proxy statement
of LATN that also constitutes a prospectus of Holdco. LATN, Procaps
Group and Holdco urge investors, shareholders and other interested
persons to read the Registration Statement, including the
definitive proxy statement/prospectus and documents incorporated by
reference therein, as well as other documents filed with the SEC in
connection with the proposed transaction, as these materials will
contain important information about Procaps Group, Holdco, LATN and
the proposed Business Combination transaction. The definitive proxy
statement/prospectus included in the Registration Statement will be
mailed to shareholders of LATN as of a record date established for
voting on the proposed Business Combination. Shareholders are able
to obtain a copy of the Registration Statement, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: BTG Pactual US Capital,
LLC, Attention: Prospectus Department, Email:
OL-BTGPactual-ProspectusDepartment@btgpactual.com. The definitive
proxy statement/prospectus included in the Registration Statement
can also be obtained, without charge, at the SEC’s website
(www.sec.gov).
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 the expected gross cash
proceeds from the Procaps Group Business Combination and its
effects on expansion; 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
complete the transactions contemplated by the proposed Business
Combination; (2) 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; (3) the
inability to successfully retain or recruits officers, key
employees, or directors following the proposed Business
Combination; (4) effects on LATN’s public securities’ liquidity and
trading; (5) the market’s reaction to the proposed Business
Combination; (6) the lack of a market for LATN’s securities; (7)
LATN’s and Procaps Group’s financial performance following the
proposed Business Combination; (8) costs related to the proposed
Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that LATN or Procaps Group may be
adversely affected by other economic, business, and/or competitive
factors; and (11) 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 complete the
Business Combination due to the failure to obtain approval from
LATN shareholders or satisfy other closing conditions in the
Business Combination agreement, the occurrence of any event that
could give rise to the termination of the Business Combination
agreement, the ability to recognize the anticipated benefits of the
Business Combination, the outcome of any legal proceedings that may
be instituted against LATN or Procaps Group following announcement
of the proposed Business Combination and related transactions, the
impact of COVID-19 on Procaps Group’s business and/or the ability
of the parties to complete the Business Combination, the ability to
obtain or maintain the listing LATN’s ordinary shares on Nasdaq
following the proposed Business Combination, costs related to the
proposed Business Combination, changes in applicable laws or
regulations, the possibility that LATN or Procaps Group 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 Registration
Statement filed with the SEC and those included under the header
“Risk Factors” in the final prospectus of LATN related to its
initial public offering, as well as LATN’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.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210827005043/en/
Procaps Group Investor Contact: Chris Tyson/Doug Hobbs
SPAC Alpha IR+ (949) 491-8235 LATN@mzgroup.us
LATN Contact: Kyle P. Bransfield Chief Executive Officer
Union Acquisition Corp. II (305) 306-2522
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