EQS-Ad-hoc: European Healthcare Acquisition & Growth Company B.V. / Key word(s): Agreement
Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)
European Healthcare Acquisition & Growth Company B.V. and Croma-Pharma GmbH signed Business Combination Agreement
Munich, 22 December 2022 - European Healthcare Acquisition & Growth Company B.V. (“EHC”), a Dutch operators-led special purpose acquisition company, and Austrian-based Croma-Pharma GmbH (”Croma”), a rapidly growing, profitable and differentiated leader in the fields of minimally invasive aesthetics and reconstructive medicine, today entered into a definitive business combination agreement. Upon closing of the transaction, EHC is expected to be converted into a public company with limited liability (naamloze vennootschap) named Croma N.V.
The transaction values the combined company at an enterprise value of EUR 850 million. Under the terms of the agreement, the existing shareholders of Croma will contribute 100% of the outstanding equity of Croma to EHC in exchange for shares in EHC. Accordingly, the combined company is expected to have a shareholder base comprised of the current Croma shareholders, EHC’s public shareholders, potential further investors subscribing new shares in 2023 and the EHC founders.
The transaction is expected to complete in the second quarter of 2023, and the shares of EHC, now as a combined company, will continue to trade on the regulated market of Euronext Amsterdam.
Andreas Prinz, CEO of Croma, said: “We are pleased to launch an exciting new chapter of Croma‘s growth story. Also, we are proud to join forces with EHC as going public and to thereby also catalyse a significant boost to our global growth potential. We are looking forward to accelerating the roll-out of our clinically and scientifically differentiated portfolio which now spans across a full portfolio including hyaluronic acid solutions as well as toxins. We are excited to combine our expertise with an ideal partner for Croma’s future operational excellence and market expansion. Together, we will build a global leader in aesthetics and reconstructive medicine to the benefit of all our stakeholders.”
Martin Prinz, current Co-CEO/CTO of Croma, stated: “We have significantly invested into highly automated and scalable GMP manufacturing facilities as well as into clinically differentiating our solutions, which also includes global GCP trials on our hyaluronic acid filler portfolio and making it MDR-ready and demonstrating safety and efficacy. We are looking forward to strengthening further our technology pipeline.”
Dr. Cornelius Baur, CEO of EHC and proposed member of the future supervisory board of Croma N.V., said: “Croma is a great example of a hidden champion in the growing market of minimally invasive aesthetics and reconstructive medicine with true scientific and clinical differentiation and strong technological expertise. With our experienced team of industry leaders, EHC will support Croma in bringing further innovative solutions to the market faster in the field of solutions that lead to improved patient-reported well-being and positive psychological impacts.”
Andreas Prinz (CEO of Croma as well as 49% shareholder in Croma) and Peter Haidenek (CFO of Croma) are designated to become the two members of the management board of the combined company. The supervisory board of the combined company will consist of six members. Four members will be designated for nomination by the Croma shareholders and include Martin Prinz (current Co-CEO/CTO of Croma and 49% shareholder in Croma) as well as two members who shall qualify as independent members and meet certain specific qualification requirements. Two members will be designated for nomination by EHC: Dr. Cornelius Baur (former McKinsey managing partner Germany and Austria and current CEO of EHC) and Dr. Stefan Oschmann (former CEO of Merck KGaA and current non-executive director of EHC). Dr. Stefan Oschmann is designated for nomination as chairman of the supervisory board.
The closing of the transaction is subject to the approval of EHC’s general meeting and the satisfaction or waiver of certain other customary closing conditions, including minimum cash in EHC of EUR 100 million.
Croma is a global player in the field of minimally invasive aesthetics and a leading manufacturer of premium quality hyaluronic acid fillers, as well as supplying HA based products for reconstructive applications in orthopedics and ophthalmology. Croma offers a comprehensive aesthetics medicine portfolio including botulinum toxin, fillers, threads and biostimulators as well as its own complementary skincare line. Through the addition of its botulinum toxin in 2022, Croma now offers a complete portfolio to healthcare practitioners in Europe, and selective international markets. Its high degree of automation in hyaluronic-acid manufacturing, as well as innovative technologies differentiate Croma’s portfolio. Founded in Vienna by the pharmacist Prinz couple in 1976, the family company has its headquarters at Leobendorf near Vienna. With 550 employees, 13 subsidiaries in Europe and Brazil, two joint ventures and 60 exclusive export partners, it distributes its products in 80 markets globally, and operates as a contract manufacturer in ophthalmology and orthopedics. Find out more at croma.at.
EHC is an operators-led special purpose acquisition company established to acquire one or more companies in the Europe healthcare market. With its exclusive focus on healthcare, EHC is the first of its kind in Europe and benefits from excellent investment opportunities driven by the market’s underlying fundamentals and an excellent value creation potential. In addition, the Sponsors have created a novel structure which materially innovates the special purpose vehicle concept to allow a very attractive alignment of interests of all stakeholders.
Media Enquiries Croma-Pharma GmbH
Mobil: +43 676 84 68 68 966
Media Enquiries EHC
Kai Peter Rath
+49 211 430 79-209
This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of European Healthcare Acquisition & Growth Company B.V. (the “Company”) in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
In the United Kingdom, this publication is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the “MiFID II Requirements”), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
22-Dec-2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||European Healthcare Acquisition & Growth Company B.V.|
|c/o ALR Treuhand GmbH; Theresienhöhe 28|
|Listed:||Regulated Unofficial Market in Frankfurt, Munich, Stuttgart; Amsterdam|
|EQS News ID:||1520471|
|End of Announcement||EQS News Service|
1520471 22-Dec-2022 CET/CEST