DGAP-News: European Healthcare Acquisition & Growth Company B.V.
/ Key word(s): Acquisition
European Healthcare: Sponsor team with outstanding track record launches first-of-its-kind novel acquisition and growth vehicle in the European healthcare sector
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE RELEASE.
ADVERTISEMENT. This announcement is an advertisement relating to the intention of the Company (as defined below) to proceed with a private placement ("Offering") of public units ("Public Units") (each consisting of one ordinary share in the Company ("Public Share") and 1/3 of a warrant ("Public Warrant")) and the admission of all of the Public Shares and Public warrants to listing and trading on Euronext Amsterdam ("Admission"). This announcement does not constitute a prospectus. This announcement is for information purposes only and is not intended to constitute, and may not be construed as, an offer to sell or a solicitation of any offer to buy securities of the Company in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to such registration, exemption from registration or qualification under the securities of laws of such jurisdiction. Further details about the Offering and the Admission will be included in the securities prospectus relating to the Offering and Admission ("Prospectus"). A request has been made with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) ("AFM") for approval of the Prospectus. The Prospectus will be published and made available at no cost at the start of the offer period through the corporate website of the Company (www.ehc-company.com), subject to securities law restrictions in certain jurisdictions. An offer to acquire Public Units, Public Shares or Public Warrants pursuant to the Offering will be made, and any potential investor must make its investment solely on the basis of information that will be contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Public Units, Public Shares or Public Warrants. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the securities and the Company.
- European Healthcare Acquisition & Growth Company B.V. announces plan to list on Euronext Amsterdam and aims to acquire one or more companies in the European healthcare sector
- Sponsors are renowned in the industry and have an impressive track record in public market value creation, including McKinsey Germany and Austria Managing Partner Cornelius Baur as well as former CEOs Axel Herberg, Stefan Oschmann, Peer Schatz and Stefan Winners
- Operators-led company targets the growing and profitable European healthcare sector in close alignment with investors' interests
- Targeted offering of EUR 200 million for investments within an equity value range target of EUR 500 million to EUR 2 billion; business combination to be completed within 24 months
EHC is an operators-led acquisition and growth vehicle and uniquely positioned to create the opportunity for significant value creation for shareholders. A highly experienced team of executives are its sponsors and have outlined their intent to create value for stakeholders in the highly attractive but underfunded European healthcare market. EHC is the first such operator- and entrepreneur-led special purpose vehicle and brings to the financial markets a novel and materially innovated framework designed to fully align the interests of all stakeholders, in particular as the sponsors' incentives are primarily dependent on the vehicles long-term share price development. The implemented features represent a material change and improvement to structures otherwise known as SPACs and allow a much more aligned value creation for all stakeholders.
Cornelius Baur, who will become CEO of EHC, said: "EHC brings together an exceptional team of industry leaders to realize this very attractive value creation opportunity for our investors. Despite its enormous potential, the European healthcare sector remains significantly underrepresented in terms of public company representation, funding and deal activity. EHC offers a new and highly attractive alternative for what we believe to be many companies where bank borrowing or private equity are less preferred options."
Stefan Winners, who is the Chairman of the Board of Directors of EHC, said: "This operator-led company combines unparalleled sector knowledge with long-term experience in developing and executing value creation programs. We want to offer a European healthcare company a very attractive pathway to an IPO and the support of an outstanding team for value creation following its public listing."
The members of the sponsor team can benefit from their extensive networks in the European healthcare sector and are recognized leaders in the industry. Long-standing relationships with key industry stakeholders provide the basis for a uniquely local and direct approach which is vital to creating an excellent deal funnel, to identifying the optimal company for a business combination and the initiation of a mutually agreed value creation story.
However, deal activity in European healthcare still does not represent the importance of the field. Companies have significant innovation contributions but often fail to achieve full potential given limited access to growth funding, public markets and risk takers. EHC aims to tackle this shortcoming with a strong focus on the particularly attractive mid-sized segment within European healthcare: Numerous mid-sized companies have strong technologies but unrealized upsides in innovation, commercial quality and global market access. Studies have shown that around 55% of European healthcare companies are private and have restricted funding options and around 77% have substantial opportunities to scale through e.g., geographic expansion.
EHC is targeting companies in the sub-sectors of Biotechnology and Specialty Pharma, Pharma Services, Medical Technology and Medical Devices, Diagnostic and Laboratory Services, Bioinformatics, and Life Science Tools. The investment strategy of EHC is to focus on European healthcare businesses with criteria including, but not limited to, an equity value range of EUR 500 million to EUR 2 billion and with a strong and capable, public-ready management team. A strong ESG commitment and recurring revenue with growth prospects and profitability will complement objective investment decisions.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do 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"). There will be no public offering of the securities in the United States. 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.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The listing of the securities will be made solely by the means of, and on the basis of, the Prospectus which is yet to be published. An investment decision regarding any securities of European Healthcare Acquisition & Growth Company B.V. should only be made on the basis of the Prospectus. The Prospectus will be published promptly upon approval by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (AFM) and will be available free of charge on the European Healthcare Acquisition & Growth Company B.V. website.
In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Public Units 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 Public Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Public Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion 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.
Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
This publication may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom it may it may otherwise lawfully be communicated (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 in Public Units of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Public Units 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 United Kingdom ("UK"). For these purposes the expression "Retail Investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Public Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Public Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in UK MiFIR, and (b) eligible for distribution through all distribution channels and (ii) the Public Warrants are (a) compatible with an end target market of eligible counterparties, as defined in COBS, and professional clients, as defined in UK MiFIR; and (b) all channels for distribution of the Public Warrants to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a "distributor") should take into consideration the target market assessment; however, a distributor subject to COBS is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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. The Company undertakes no obligation, and does 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. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
16.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||European Healthcare Acquisition & Growth Company B.V.|
|c/o ALR Treuhand GmbH; Theresienhöhe 28|
|Listed:||Regulated Unofficial Market in Frankfurt; Amsterdam|
|EQS News ID:||1249276|
|End of News||DGAP News Service|