European Healthcare Acquisition & Growth Company B.V.
European Healthcare Acquisition & Growth Company B.V. announces intention to extend Business Combination Deadline, to offer redemption of Public Shares and to terminate all Public and Sponsor Warrants

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European Healthcare Acquisition & Growth Company B.V. announces intention to extend Business Combination Deadline, to offer redemption of Public Shares and to terminate all Public and Sponsor Warrants 

• The Board intends to convene an extraordinary general meeting shortly, to be held on or before November 17, 2023, to have the shareholders resolve on the extension of the Business Combination Deadline by twelve months or such earlier date as announced by the Company.

• The Company will launch a redemption offer for the Public Shares under the same terms as in the event of a liquidation scenario.

• The Board will seek approval from the Public Warrant holders to have the Public Warrants expire worthless immediately following the original Business Combination Deadline, as the warrants have proved to impede the chances of successfully completing a business combination. Accordingly, the sponsors of the Company will forfeit their Sponsor Warrants upon expiry of the Public Warrants.

Munich, September 20, 2023

The board (the “Board“) of European Healthcare Acquisition & Growth Company B.V. (“EHC” or the “Company“), a Dutch operators-led special purpose acquisition company listed on Euronext Amsterdam, announces today that it intends to convene an extraordinary general meeting to request the shareholders to resolve on the extension of the Business Combination Deadline, to offer the redemption of the Public Shares and to terminate the warrants.

Extension of Business Combination Deadline and dissolution
EHC has until November 17, 2023 (the “Business Combination Deadline“) to complete a business combination. Following the termination of the discussions with Croma-Pharma GmbH and its shareholders on August 7, 2023, EHC is still in the process of investigating the possibility of completing a business combination in the future. The Board believes that the consummation of a business combination before the Business Combination Deadline seems unlikely given the limited amount of time left. However, the Board believes it would be in the interest of both the Company and its stakeholders to extend the Business Combination Deadline to continue the process and search to successfully complete a business combination and to reclaim some outstanding receivables. The Board therefore intends to convene an extraordinary general meeting, to be held on or before November 17, 2023, to have its shareholders resolve on the extension of the Business Combination Deadline by twelve months or such earlier date as announced by EHC on its website (the “Extended Business Combination Deadline“). The general meeting of the Company will also be requested to resolve upon the dissolution of the Company if: (i) no business combination agreement will have been signed on or before the Extended Business Combination Deadline; or (ii) the Extended Business Combination Deadline will not be approved by the general meeting.

Redemption of Public Shares
In light of the proposed extension of the Business Combination Deadline, the Company will offer its class A ordinary shareholders to redeem their class A ordinary shares (the “Public Shares“) under the same terms as in the event of a liquidation scenario as further detailed in the Company’s prospectus dated November 16, 2021.

Envisaged termination of all warrants
The Board will seek approval from the holders of the class A warrants (the “Public Warrants“) to have the Public Warrants expire worthless immediately following the original Business Combination Deadline, i.e. November 17, 2023, as the warrants have proved to impede the chances of successfully completing a business combination. Accordingly, the sponsors of the Company will forfeit their class B warrants (“Sponsor Warrants“) upon expiry of the Public Warrants.

Next steps
The Board will prepare the relevant documentation for an extraordinary general meeting to be held before expiry of the Business Combination Deadline and for the redemption of the Public Shares and will publish such documentation when available.

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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 market’s 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
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.