Linklaters advises Union Acquisition Corp. II, a SPAC listed on Nasdaq, on the successful closing of business combination with Procaps

Linklaters has advised Union Acquisition Corp. II (UAC II), a special purpose acquisition company (SPAC) on the successful closing of its business combination with Crynssen Pharma Group Ltd (Procaps) and related listing of new holding company Procaps Group, S.A. on Nasdaq under “PROC”.

Procaps is a leading global pharmaceutical technology and healthcare company based in Latin America that has grown into a leading pharma company with a presence in 13 countries and reach in 50 markets with a wide portfolio of patents and trademarks.

The business combination values Procaps at approximately $1.1 billion with $160 million in gross cash proceeds.

In connection with the transaction, UAC II also completed a $100m private investment in public equity (PIPE) offering. The transaction is the first Latin American SPAC to have an over-subscribed PIPE. It is also one of the few de-SPACs between a US-listed SPAC and a Latin American business. 

The transaction closed on September 29, 2021. The business combination agreement was signed in April 2021.

The Linklaters U.S. team was led by partners Matthew Poulter, Jeffrey Cohen, and Scott Sonnenblick alongside senior associates Pierre-Emmanuel Perais and Burc Ozcelik, associate Tina Guo and law clerk Justin Adamson. Counsel Matthew Brigham and associate Matthew Russo supported tax matters on the transaction. 

The newly listed holding company Procaps Group, S.A. is a Luxembourg entity. Therefore, the Linklaters U.S. team worked closely with Linklaters Luxembourg office, with a team led by partners Rémy Bonneau and Manfred Müller alongside managing associate Simone Schmitt, associate Colas Surot, and consultant Maxime Bertomeu-Savalle as well as partner Joakim-Antoine Charvet (Tax) and associate Cyrielle Nis (Tax).