GT Law counsels Procaps on $1.1 billion merger with Union Acquisition
Greenberg Traurig has assisted Procaps Group in its partnership with Union Acquisition Corp. II
Global law firm Greenberg Traurig, LLP has counselled Procaps Group, an international healthcare and pharmaceutical company, on its combination, previously announced and approved at an Extraordinary General Meeting of LATN shareholders on September 22, 2021, with Union Acquisition Corp. II , a publicly traded special purpose acquisition company.
As a result of this transaction, Procaps Group’s common stock and warrants will trade on the Nasdaq Global Market under the symbols “PROC” and “PROCW” respectively as of 30 September.
This transaction values Procaps at approximately $1.1 billion USD, with approximately $160 million in gross cash proceeds, and its total net proceeds have been increased as a result of International Finance Corporation agreeing to reduce the amount of proceeds to be used to repay its shares from a previously anticipated repayment amount of $60 million to $45 million.
As a result of the Business Combination, Procaps Group has received gross proceeds of approximately $160 million, including in connection with a $100 million private equity investment committed by institutional investors. Key investors in the PIPE include a broad group of Latin American investors, healthcare investors and opinion leaders. The IFC has also reduced its equity repayment in the Procaps Group from the previously planned $60 million to $45 million, resulting in an increase in overall net proceeds to help fund organic growth and consummate value-enhancing acquisitions.
Antonio Peña, shareholder in the M&A, Corporate, and Latin America Practices, Greenberg Traurig’s Miami office, mentioned: “This transaction is the latest indication of the strong interest among investors for opportunities in Latin America. This is a significant deal for this market since it’s the first Latin America-focused SPAC with a fully oversubscribed PIPE (Private Investment in Public Equity) which gives Procaps Group approximately gross proceeds of $160 million to expand its share of the pharmaceutical market in Latin America. We are pleased Procaps trusted us to advise the company as it made the transition to a publicly-traded company and set out to secure the capital needed to finance future growth.”
“Successfully guiding Procaps through a large-scale transaction such as this business combination with Union Acquisition Corp. II has put the talent and reach of Greenberg Traurig’s global network on display as we worked across the Americas to complete it. Getting to the finish line with transaction, which is valued at approximately (USD) $1.1 billion required a skilled team of attorneys who have decades of experience doing these kind of transactions and can navigate U.S. regulatory and exchange listing requirements, while also managing the cross border needs for our Colombia-based client”, stated Alan Annex, co-chair of GT’s Global Corporate Practice.
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 advisor to Procaps Group. Linklaters LLP acted as legal advisor to LATN in the United States and Luxembourg and Maples & Calder (Cayman) LLP and Posse Herrera & Ruiz S.A. acted as legal advisors to LATN in the Cayman Islands and Colombia, respectively. Greenberg Traurig, LLP acted as US and transactional counsel to the Procaps Group and Arendt & Medernach SA, Camilleri Preziosi Advocates A/C, Harney Westwood & Riegels LP and Philippi Prietocarrizosa Ferrero DU & Uría acted as Luxembourg, Malta, Cayman Islands and Latin American counsel, respectively, to the Procaps Group.
Procaps is a developer of pharmaceutical and nutraceutical solutions, medicines and hospital supplies. The company has a presence in 13 countries and product reach in 50 markets, modernising oral drug delivery technology and manufacturing capabilities. It develops, manufactures and markets over-the-counter and prescription medicines, nutritional supplements and high potency clinical solutions.
GT Law’s team was led by Miami office shareholders Antonio Peña (pictured top left), Alan Annex (pictured top right), of counsel Arnaldo C. Rego Jr. (pictured bottom left), together with Fort Lauderdale’s office shareholder Flora R. Perez (pictured bottom right). From Miami’s office, associates Ricardo Crispim Leite, and Valentín I. Arenas also participated in the transaction.
