European Healthcare Acquisition & Growth Company B.V.
European Healthcare Acquisition & Growth Company B.V.: Former German healthcare leader of McKinsey & Company, Thomas Rudolph, takes office

European Healthcare Acquisition & Growth Company: Former German healthcare leader of McKinsey & Company, Thomas Rudolph, takes office

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 private placement of EHC (as defined below) (“Offering”) of public units (“Public Units”) (each consisting of one ordinary share in EHC (“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”) on November 18, 2021. 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 EHC 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 are included in the securities prospectus relating to the Offering and Admission (“Prospectus”). The Prospectus has been published and made available at no cost through the corporate website of EHC (www.ehc-company.com), subject to securities law restrictions in certain jurisdictions. 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 EHC.

– Thomas Rudolph to assume the role of Chief Investment Officer of European Healthcare Acquisition & Growth Company B.V. as of December 1, 2021

– He previously led McKinsey & Company’s German healthcare practice as well as the European healthcare-focused private equity sector practice and led the work at many global healthcare clients of the firm

– Listed on Euronext Amsterdam, European Healthcare Acquisition & Growth Company B.V. aims to acquire one or more companies in the European healthcare sector within an equity value range target of EUR 500 million to EUR 2 billion

– Sponsors of the operators-led company are renowned in the industry and have an impressive track record in public market value creation, including former McKinsey Germany and Austria Managing Partner Cornelius Baur as well as former CEOs Axel Herberg, Stefan Oschmann, Peer Schatz and Stefan Winners

Amsterdam, December 1, 2021

As previously announced, today, former German McKinsey & Company healthcare leader Thomas Rudolph took office as Executive Director and Chief Investment Officer of European Healthcare Acquisition & Growth Company B.V. (“EHC”), a special purpose company targeting the acquisition and value development of a company in the European healthcare sector. Thomas Rudolph, one of the sponsors of EHC, is a Medical Doctor and spearheaded McKinsey & Company’s work in the German healthcare market and the European healthcare-focused private equity sector and led the work at many global healthcare clients of the firm. He has extensive experience in pharma and medtech.

Stefan Winners, Chairman of the Board of Directors of EHC, said: “Thomas Rudolph is a visionary in the European healthcare sector and we are excited that he started today as our Chief Investment Officer. With 20 years of deal experience across relevant industries, Thomas will help a European healthcare company realize its potential through a highly attractive IPO pathway and subsequent support for value creation to the benefit of all stakeholders.”

Thomas Rudolph said: “EHC provides an ideal framework to unlock the enormous potential for value creation in the European healthcare sector. I am delighted to join the team on their mission to offer a new alternative for growth.”

EHC is an operators-led acquisition and growth vehicle and listed on the regulated market of Euronext Amsterdam since November 2021. With an experienced team of executives as its sponsors, EHC intends 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 enable much more aligned value creation.

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.

Enquiries
Finsbury Glover Hering
Kai Peter Rath
Berliner Allee 44
40212 Düsseldorf
Tel +49 211 43079-209
kai.rath@fgh.com

Disclaimer

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. (“EHC“) in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of EHC 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 has been no, and will not be, public offering of the securities in the United States. The Securities of EHC 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 has been made solely by the means of, and on the basis of, the Prospectus. An investment decision regarding any securities of EHC should only be made on the basis of the Prospectus. The Prospectus has been published promptly upon approval by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (AFM) and is available free of charge on the EHC corporate website (www.ehc-company.com).

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 have not been, and 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 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 EHC is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Public Units have not been, and 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 announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of EHC (“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 EHC 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. EHC 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. EHC accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.