|
|
Item 1.01
|
Entry
into a Material Definitive Agreement.
|
On
September 29, 2021 (the “Closing Date”), the business combination by and among Union Acquisition Corp. II (the “Registrant”,
“Union”, or “SPAC”), Crynssen Pharma Group Limited, a private limited liability company registered
and incorporated under the laws of Malta (the “Company”), Procaps Group, S.A., a public limited liability company
(société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”) and OZLEM
Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”) was completed pursuant
to the terms of the Business Combination Agreement, dated March 31, 2021 (as amended and/or restated from time to time, the “Business
Combination Agreement” and the transactions contemplated thereby the “Transactions”), by and among Union,
the Company, Holdco and Merger Sub. Capitalized terms used but not defined herein shall have the respective meanings set forth in the
Business Combination Agreement.
On
September 29, 2021, Union, the Company, Holdco and Merger Sub entered into that certain Amendment No. 1 to Business Combination Agreement
(the “Amendment to the BCA”), pursuant to which, among other things, Union, the Company, Holdco and Merger Sub agreed
to: (i) reduce the number of redeemable B shares of Holdco, nominal value $0.01 per share (“Holdco Redeemable B Shares”)
to be issued to International Finance Corporation (“IFC”) in the Exchange (as defined below) by 1,500,000 and increase
the number of ordinary shares of Holdco, nominal value $0.01 per share (“Holdco Ordinary Shares”), to be issued to
IFC in the Exchange by 1,500,000, and (ii) increase the “SPAC Transaction Expenses Cap” to $16,650,000 and reduce the amount
of minimum cash required under Section 9.03(e) of the Business Combination Agreement to be held by Union (either in or outside the Trust
Account) at closing of the Transactions, to $160,000,000. The foregoing description of the Amendment to the BCA is qualified in its entirety
by reference to the full text of the Business Combination Agreement and the Amendment to the BCA, a copy of which is included as Exhibits
2.1 and 2.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Concurrently
with the execution and delivery of the Amendment to the BCA, the Company, Holdco and IFC entered into an amendment to IFC’s Exchange
Agreement (as defined below), and Holdco and IFC entered into an amendment to that certain Share Redemption Agreement entered into by
and between Holdco and IFC on March 31, 2021 (as amended, the “IFC Redemption Agreement”), pursuant to which the parties
thereto agreed to the reduction in the number of Redeemable B Shares issued to IFC in the Exchange and the increase in the number of
Holdco Ordinary Shares issued to IFC in the Exchange as described above, and Holdco and IFC agreed that Holdco would redeem 4,500,000,
instead of 6,000,000, Redeemable B Shares from IFC at a price of $10.00 per Redeemable B Share, immediately following the consummation
of the Transactions.
Registration
Rights and Lock-Up Agreement
In
connection with the closing of the Transactions, Holdco, Union Group International Holdings Limited (“UGI”)
and Union Acquisition Associates II, LLC (“UAA” and collectively with
UGI, the “Sponsors”), and certain other persons and entities
(“Original Holders”) holding ordinary shares of Union, par value $0.0001
per share (“SPAC Ordinary Shares”), issued by Union prior to its initial
public offering of securities (the “Founder Shares”) and the
shareholders of the Company prior to the consummation of the Transactions (the “Company
Shareholders”) entered into a Registration Rights and Lock-Up Agreement (the “Registration
Rights and Lock-Up Agreement”) which provides customary demand and piggyback registration rights. Additionally, the
Holdco Ordinary Shares held by the Sponsors and the Original Holders which were previously Founder Shares will be locked-up until
the earliest of: (i) the date that is one year from the Closing Date, (ii) the date on which the closing price of the Holdco
Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.50 per Holdco Ordinary Share for any 20 trading days within any
30-trading day period commencing 150 days after the Closing Date, or (iii) such date on which Holdco completes a liquidation,
merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange
their Holdco Ordinary Shares for cash, securities or other property.
The
Holdco Ordinary Shares held by Company Shareholders, except for four million Holdco Ordinary Shares held by Company Shareholders, will
be locked-up until the earliest of: (i) the date that is 180 days from Closing Date, and (ii) such date on which Holdco completes a liquidation,
merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange their
Holdco Ordinary Shares for cash, securities or other property.
Four
million Holdco Ordinary Shares held by Company Shareholders will be locked-up until the earliest of: (i) the date that is 90 days from
Closing Date, (ii) the date on which the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.00
per Holdco Ordinary Share for any 20 trading days within any 30-trading day period commencing on the Closing Date, and (iii) such date
on which Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders
of Holdco having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.
The
foregoing description of the Registration Rights and Lock-Up Agreement is qualified in its entirety by reference to the full text of
the Registration Rights and Lock-Up Agreement, a copy of which is included as Exhibit 4.1 to Current Report on Form 8-K, and incorporated
herein by reference.
Assignment,
Assumption and Amendment Agreement
On
the Closing Date, Holdco entered into an Assignment, Assumption and Amendment Agreement with Union and Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) (the “SPAC Warrant Amendment”)
to amend and assume Union’s obligations under the existing Warrant Agreement, dated October 17, 2019, by and between Union and
the Warrant Agent (the “SPAC Warrant Agreement”), with respect to each warrant entitling the holder to purchase one
SPAC Ordinary Share at an exercise price of $11.50 per SPAC Ordinary Share (the “SPAC Warrants”) to give effect to
the conversion of SPAC Warrants to warrants of Holdco exercisable for Holdco Ordinary Shares, on substantially the same terms as the
SPAC Warrants (“Holdco Warrants”). The foregoing description of the SPAC Warrant Amendment is qualified in its entirety
by reference to the full text of the SPAC Warrant Amendment which is included as Exhibit 4.2 to this Current Report and is incorporated
herein by reference.
Nomination
Agreement
On
the Closing Date, Holdco, the Sponsors and certain Company Shareholders entered into a Nomination Agreement pursuant to which, in connection
with any general meeting at which directors of Holdco are to be elected, or any adjournment or postponement thereof, the Deseja Trust,
the Sognatore Trust and the Simphony Trust (collectively, the “Minski Family Shareholders”) shall collectively have
the right to propose for appointment a number of directors that equals a majority of the board of directors of Holdco (each, a “Majority
Shareholder Director”). For as long as Hoche Partners Pharma Holding S.A. (“Hoche”) owns no less than 7%
of the issued and outstanding share capital of Holdco, Hoche shall have the right to propose for appointment one director (such director,
the “Hoche Shareholder Director” and collectively with the Majority Shareholder Directors, each a “Shareholder
Director” and collectively, the “Shareholder Directors”). On the Closing and until the one-year anniversary
of the preceding annual general shareholders’ meeting of Holdco, Alejandro Weinstein shall be the Hoche Shareholder Director. In
connection with the first two consecutive general shareholders’ meetings of Holdco following September 1, 2021 at which directors
are to be elected, or any adjournment or postponement thereof, the Sponsors shall have the right to propose for appointment Daniel W.
Fink and Kyle P. Bransfield as directors of Holdco. At least one-half of the Shareholder Directors must qualify as independent directors
(“Independent Directors”) under applicable stock exchange rules, subject to any independence requirements established
by the listing rules of the stock exchange on which the Holdco Ordinary Shares are listed that would require a greater number of Shareholder
Directors to qualify as Independent Directors, provided that the Minski Family Shareholders will not be required to nominate any additional
Independent Directors unless and until all of the directors, other than the Majority Shareholder Directors, qualify as Independent Directors.
In addition, for so long as Holdco maintains any committee, such committees shall each include at least one Majority Shareholder Director
so long as he or she is independent. The Nomination Agreement will automatically terminate upon the earlier of (i) the date on which
the Minski Family Shareholders or their affiliates cease to beneficially own, in the aggregate, 30% of the outstanding shares of Holdco
and (ii) 20 years from the date of the Nomination Agreement. The foregoing description of the Nomination Agreement is qualified in its
entirety by reference to the full text of the Nomination Agreement which included as Exhibit 2.3 to this Current Report on Form 8-K,
and incorporated by reference herein.
Share
Forfeiture Agreement
On
the Closing Date, the Sponsors entered into that certain Share Forfeiture Agreement (the “Share Forfeiture Agreement”)
pursuant to which the Sponsors forfeited a combined 700,000 SPAC Ordinary Shares prior to the consummation of the Merger (as defined
below). The foregoing description of the Share Forfeiture Agreement is qualified in its entirety by reference to the full text of the
Share Forfeiture Agreement which is included as Exhibit 4.3 to this Current Report on Form 8-K, and incorporated by reference herein.