EQS-Adhoc: European Healthcare Acquisition & Growth Company B.V.  – dissolution becoming effective on 18 November 2024 and suspension of trading on 19 November 2024

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

 

European Healthcare Acquisition & Growth Company B.V.  – dissolution becoming effective on 18 November 2024 and suspension of trading on 19 November 2024

Munich, 15 November 2024

European Healthcare Acquisition & Growth Company B.V. (the "Company"), a Dutch operators-led special purpose acquisition company listed on Euronext Amsterdam, today announces that it will not conclude a business combination ahead of its extended business combination deadline of 17 November 2024.

In accordance with the resolution adopted by the general meeting on 15 November 2023, the dissolution of the Company shall become effective 18 November 2024 and the Company will cease all operations from this date, except for the purpose of winding up. As from that date,  the Company will be required under Dutch law to add the Dutch language reference "in liquidatie" (in liquidation) to its name in documents and announcements.

The Company's class A ordinary shares (the "Public Shares") will delist following the dissolution of the Company. The Company has commenced the process for the delisting of the Public Shares from trading on Euronext Amsterdam. The Company's last trading date will be 18 November 2024, trading will be suspended as of 19 November (before market opening) and the delisting will take effect on 29 November 2024 (before market opening).

The board of the Company (the "Board") is charged with effecting the liquidation of the Company's affairs.

The Company will prepare the necessary actions to complete the final report (rekening en verantwoording) and the plan of distribution (plan van verdeling). The liquidation process will  commence when (i) the final report and plan of distribution have been completed and deposited with the Dutch Trade Register of the Chamber of Commerce and at the head office of the Company (for inspection by anyone for a period of two months after such date), and (ii) the liquidation has been announced in a national newspaper. The Company expects the liquidation process to commence, and the statutory two months' creditor opposition period will start, on 21 November 2024.

After the two months' creditor opposition period has lapsed (and assuming that no creditor opposes to the liquidation), the Company will settle its debt and make a final liquidation payment to the holders of Public Shares.

To the extent that any assets remain after payment of all debts, the holders of Public Shares will receive a liquidation distribution equal to the nominal value of each Public Share and the balance of the general share premium reserve, but in no event resulting in a liquidation distribution of an amount exceeding €10 per Public Share. The amount per Public Share that shareholders will receive as liquidation distribution, which is currently expected to be €10 per Public Share, will be announced following the aforementioned two month-period, provided no objections are received from creditors.

The liquidation distributions will extinguish shareholders' rights to receive further liquidating distributions, if any.

When the Company does not have any remaining assets, the Company ceases to exist and will be deregistered from the Dutch Trade Register.

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General Enquiries

+49 89 4523240

info@ehc-company.com

 

Media Enquiries

FGS Global

Kai Peter Rath

+49 211 43079 209

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.

To the extent permissible under applicable law or regulation, and in accordance with Dutch market practice, the Company or its brokers may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, outside of the scope of the redemption offer, before, during or after the period in which the redemption offer remains open for acceptance. This also applies to other securities that are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in the Netherlands or any other relevant jurisdiction.