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26.06.2023 19:15:15

EQS-Adhoc: European Healthcare Acquisition & Growth Company B.V. removes shareholders votes on proposed business combination with Croma-Pharma GmbH from agenda of general meeting

EQS-Ad-hoc: European Healthcare Acquisition & Growth Company B.V. / Key word(s): AGM/EGM
European Healthcare Acquisition & Growth Company B.V. removes shareholders votes on proposed business combination with Croma-Pharma GmbH from agenda of general meeting

26-Jun-2023 / 19:15 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

 

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

 

European Healthcare Acquisition & Growth Company B.V. removes shareholders votes on proposed business combination with Croma-Pharma GmbH from agenda of general meeting

 

Munich, June 26, 2023

 

European Healthcare Acquisitions & Growth Company B.V. (EHC) removes the voting items 8 up to and including 18 relating to the proposed business combination, in particular, the entering into and approval of the business combination with Croma-Pharma GmbH (Croma) from the agenda of the general meeting taking place on June 27, 2023 as a virtual general meeting.

 

EHCs todays decision to remove these agenda items is based on the results of the redemption period and secured private investments in public equity (PIPE) proceeds communicated on June 23, 2023 as well as further discussions with potential investors, EHCs shareholders, Croma and the Croma shareholders. Such discussions did not result in sufficient PIPE proceeds or a further amendment of the minimum cash condition.

 

EHC remains convinced that Croma is an attractive asset and target company for a business combination and aims at continuing discussions with Croma and the Croma shareholders as well as with EHCs shareholders and potential new investors. EHC believes that a changing capital market environment and additional time to negotiate with and to convince investors may result in favorable terms for a potential business combination with Croma. There is no assurance though that EHC will be able to agree on new terms with Croma and the Croma shareholders. If such discussions and negotiations are successful, EHC will convene an extraordinary shareholders meeting resolving upon such business combination. EHC has until November 17, 2023 to complete a business combination, unless an its shareholders resolve on the extension of the originally 24-month business combination deadline.

 

Redemption notices received from shareholders were subject to the approval of the proposed business combination and the fulfilment of certain closing conditions, including the minimum cash condition. Thus, shareholders who submitted their redemption declarations will not be entitled to any payments at this stage. All shareholders will remain shareholders of EHC. EHCs public shares will continue to trade and can be sold and purchased over or outside of the stock exchange. If a new business combination is proposed, EHCs public shareholders will have the right to redeem their shares again if they do not decide to remain invested in EHC.

 

The general meeting will start on June 27, 2023, 10:00 a.m. CEST, and resolve on voting items 2 up to and including 7, in particular, approval of the financial statements for the financial year 2022 and the discharge of the directors of EHC for their responsibilities in the financial year 2022.

 

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About Croma

Croma is a global player in the minimally invasive aesthetics market and a leading European manufacturer of premium quality hyaluronic acid syringes. The company offers a comprehensive and innovative aesthetics portfolio including botulinum toxin, fillers, lifting threads and biostimulators complemented by its own skincare brand. Founded in 1976 by a pharmacist couple, Croma-Pharma GmbH is a family company headquartered in Austria where it also operates its manufacturing plant. 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, including the US, Canada, China, Australia and New Zealand. It also operates as a contract manufacturer in orthopaedics and ophthalmology. For more information please visit croma.at.

 

About EHC

EHC is an operators-led special purpose acquisition company. With its exclusive focus on healthcare, EHC is the first of its kind in Europe and benefits from excellent investment opportunities driven by the markets 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 EHC

FGS Global

Kai Peter Rath

+49 171 861 98 06

kai.rath@fgsglobal.com

 

Important Notice

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.



End of Inside Information

26-Jun-2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com


Language: English
Company: European Healthcare Acquisition & Growth Company B.V.
c/o ALR Treuhand GmbH; Theresienhöhe 28
80339 München
Germany
ISIN: NL0015000K10, NL0015000K28
WKN: A3C60V
Listed: Regulated Unofficial Market in Frankfurt, Munich, Stuttgart; Amsterdam
EQS News ID: 1665975

 
End of Announcement EQS News Service

1665975  26-Jun-2023 CET/CEST

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