Union Acquisition Corp. II Announces Shareholder Approval of Extension of Deadline to Complete Business Combination

Union Acquisition Corp. II (NASDAQ: LATN, LATNU, LATNW) (“LATN”), a special purpose acquisition company founded by Kyle P. Bransfield, announced today that its shareholders approved an extension of the date by which it has to complete an initial business combination from April 22, 2021 to October 22, 2021 (the “Extension”) at the extraordinary general meeting of shareholders held on April 16, 2021. The Extension provides LATN with additional time to complete the previously announced proposed business combination (the “Procaps Group Transaction”) with Procaps Group, a leading integrated international healthcare and pharmaceutical company.

Kyle P. Bransfield, Chief Executive Officer of Union Acquisition Corp. II, commented on the results of the meeting: “We are happy to report that more than 98% of the votes cast by our shareholders supported the extension, which will allow us to complete our business combination with Procaps Group, a leading global pharmaceutical technology and healthcare company based in Latin America. Moreover, in connection with the extension, a majority of LATN’s shareholders elected not to redeem their shares and as of today over $135 million remains in the LATN trust, which reaffirms our original trajectory to close the business combination during the third quarter of 2021 and which we believe provides ample room to support the Procaps Group business plan following closing. This is a strong testament to the Procaps Group transaction and the recently reported 33% increase in first quarter unaudited 2020 net revenues of $78.7 million. Clearly, the Procaps Group’s business is thriving in today’s healthcare environment and we are excited to propel their improved financial and operational performance to the next level.”

On March 31, 2021, Union Acquisition Corp. II, a special purpose acquisition company (or SPAC) listed on the Nasdaq Stock Market (NASDAQ: LATN, LATNU, LATNW), and Procaps Group, a leading integrated international healthcare and pharmaceutical company announced the execution of a definitive business combination agreement along with a fully committed $100 million PIPE financing investment.

The Procaps Group Transaction is expected to be completed in the third quarter of 2021, subject to, among other things, the approval by LATN shareholders and the satisfaction or waiver of other customary closing conditions set forth in the definitive agreement for the Procaps Group Transaction.

Proposed Business Combination Highlights

• Procaps Group is a family-owned Latin American pharmaceutical company established over 40 years ago that has grown into a leading integrated pharma company with a presence in 13 countries and product reach in 50 markets modernizing oral drug delivery technology and manufacturing capabilities.
• Procaps Group’s state-of-the-art manufacturing capabilities provide innovative delivery technologies protected by an extensive IP moat and supported by industry accolades such as the first FDA-approved pharmaceutical plant in South America for selling Rx products into the U.S.
• Procaps Group today is the largest pharmaceutical contract development and manufacturing organization “CDMO” in Latin America and top 3 globally in terms of volume of softgel production capacity.
• Procaps Group currently employs 5,000 people across 13 countries with a strong history and focus on ESG principles including resource-saving policies, HR and social programs and corporate policies.
• Procaps Group generated gross revenue of $388 million and Adjusted EBITDA of $90 million in 2020 and is on track to reach $436 million in gross revenue and $105 million in Adjusted EBITDA in 2021. Procaps Group expects full-year Adjusted EBITDA margin expansion from 22% in 2019 to 26% in 2021 with strong positive free cash flow. Approximately 44% of Procaps Group revenue in 2020 was USD-denominated.
• Transaction represents the first ever Latin American focused SPAC to include a fully committed and over-subscribed SPAC-related ordinary share PIPE.
• Transaction is expected to enable further investment in growth and new product categories and positions Procaps Group to capitalize on favorable regional dynamics through organic growth in B2B & B2C segments.
• Transaction also positions the Company to drive inorganic growth through a roll-up strategy focused on mid-sized companies in the region. The Company’s M&A plan will focus on pharma and CDMO targets, as well as the possibility for transformational acquisitions in the future.
• Transaction represents attractive entry valuation at 10.75X estimated 2021 EV/EBITDA multiple versus global CDMO and pharmaceutical industry comparable companies.
• Combined Company to have an implied initial enterprise value of approximately $1.1 billion, and expected gross cash proceeds after closing to include a $100 million fully committed PIPE.
• Combined Company strategically positions Procaps Group as a differentiated Latin American integrated pharma company leveraging a proprietary and proven M&A strategy that has the potential to deliver significant Adjusted EBITDA growth and margin expansion.
• The PIPE was raised from a broad group of Latin American investors, healthcare investors and thought leaders. These include pan-regional funds such as Moneda Asset Management, as well as Chilean-based Consorcio Seguros, among several other unnamed global and healthcare investors.
• Transaction is expected to close in the third quarter of 2021, with the Combined Company expected to be listed on the Nasdaq Capital Market under the symbol “PROC.”
• On April 12, 2021, Procaps Group appointed Dr. Camilo Camacho as President of the organization and reported unaudited net revenues of $78.7 million during the three months ended March 31, 2021, which represents a 33% increase when compared to the same period for 2020. Additionally, Procaps Group’s management team expects Q1 gross profit and EBITDA margin to increase when compared to the same period for 2020.

Procaps Group Business and Operational Highlights

Leading regional pharmaceutical player with global reach and accomplished management team

• Founded in 1977 by the Minski Family with 5,000+ employees across 13 countries
• Gross revenue of $388 mm in 2020, and projected $436 mm for 2021
• Innovative delivery technologies transform branded generics into differentiated products

In-house R&D capabilities driving attractive growth opportunities

• Avenues for growth with a robust pipeline and a high product renewal rate
• Focus on differentiated, high margin, and high barrier-to-entry products

Leading pharmaceutical integral CDMO specialized in softgels

• A preferred supplier to the global pharmaceutical companies
• Top 3 global player by softgel production capacity, with strong growth potential and long-standing reputable clients including Glaxo, Pfizer and Abbott

Proprietary portfolio of branded Rx and OTC products

• Robust proprietary portfolio with strong growth rates
• 99% of product portfolio is proprietary

Positioned to capitalize on favorable regional dynamics

• LatAm’s pharma sales expected to outperform global growth
• Healthcare expenditure expected to reach a 7% CAGR from 2020 – 2022
• LatAm’s aging population expected to increase boosting demand for pharma

Strong history and focus on ESG Principles

• Resource saving polices, HR & social programs and governance are important to Procaps Group

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 Group has a direct presence in 13 countries in Latin America and has more than 5,000 collaborators working under a sustainable model. Procaps Group 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 the Company’s investor relations website