Item 1.01 Entry into a Material Definitive
Agreement.
Business Combination Agreement
On March 31, 2021, Union Acquisition Corp. II
(the “Registrant” 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”) entered into a
Business Combination Agreement (the “Business Combination Agreement”).
The Business Combination
Pursuant to the Business Combination Agreement,
(i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco
(the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (“SPAC
Ordinary Shares”) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value
$0.01 per share (“Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) the SPAC Warrants will
become warrants of Holdco (“Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms
as the SPAC Warrants and (c) Holdco shall enter into an Assignment, Assumption and Amendment Agreement with SPAC and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume SPAC’s obligations under the existing
Warrant Agreement, dated October 17, 2019, to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following
consummation of the Merger and pursuant to those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021,
and entered into by and among Holdco, the Company and each of the shareholders of the Company (the “Company Shareholders”)
(collectively, the “Exchange Agreements”), each of the Company Shareholders, effective on the Closing Date immediately
following the Merger (the “Exchange Effective Time”) will contribute its respective ordinary shares of the Company,
nominal value $1.00 per share (“Company Ordinary Shares”) to Holdco in exchange for Holdco Ordinary Shares, and, in
the case of the International Finance Corporation (“IFC”), for Holdco Ordinary Shares and redeemable B shares of Holdco
(the “Holdco Redeemable B Shares”), to be subscribed for by each such Company Shareholder (such contributions and exchanges
of Company Ordinary Shares for Holdco Ordinary Shares and, with respect to IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares,
collectively, the “Exchange”) and Holdco will, simultaneously with the Exchange, redeem all redeemable A shares of
Holdco (the “Holdco Redeemable A Shares” and together with the Holdco Ordinary Shares and Holdco Redeemable B Shares,
the “Holdco Shares”) held by the Company as a result of its incorporation; (iii) as a result of the Exchange, the Company
will become a direct wholly-owned subsidiary of Holdco and the Company Shareholders will become holders of issued and outstanding Holdco
Shares; and (iv) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares for a total purchase price
of $60,000,000 in accordance with that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021.
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.
Upon the terms and subject to the conditions set
forth in the Business Combination Agreement and the Exchange Agreements at the Exchange Effective Time, the Exchange will take place based
on an exchange ratio of 33.444848 used to determine the number of aggregate Holdco Shares valued at $10.00 per Holdco Share for which
the aggregate Company Ordinary Shares will be exchanged (the “Exchange Consideration”). The valuation of the Company
Ordinary Shares contributed to Holdco by the Company Shareholders against new Holdco Shares pursuant to the Exchange shall be deemed to
be, as of the Exchange Effective Time, the sum of US$971,286,889 plus the amount, if any, by which the SPAC Transaction Expenses exceed
the SPAC Transaction Expenses Cap.
Pursuant to the Exchange Agreements, each Company
Shareholder has also agreed to not transfer any of its Company Ordinary Shares before the earlier to occur of the Exchange and the termination
of the Business Combination Agreement pursuant to its terms.
In connection with the closing of the transactions
contemplated by the Transaction Documents, including the Exchange and the Merger (the “Transactions”), Holdco, certain
Company Shareholders and the Sponsors shall enter into a Nomination Agreement pursuant to which, among other things and subject to certain
conditions, certain Company Shareholders and the Sponsors shall have the right to propose directors for appointment to the Holdco Board,
subject to Holdco shareholder approval.
Conditions to Each Party’s Obligations
The obligation of the parties to consummate the
Transactions are subject to the satisfaction or waiver of customary closing conditions at or prior to the Closing, including (i) Registrant
shareholder and Holdco approvals; (ii) issuance of statutory independent auditor reports regarding the contributions relating to the issuance
of Holdco Shares under the Merger and the Exchange; (iii) consummation of the PIPE Investment; (iv) absence of any law, rule, regulation,
judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions illegal or otherwise
prohibiting consummation of the Transactions; (v) effectiveness of the registration statement on Form F-4 relating to Holdco Ordinary
Shares and Holdco Warrants to be issued in the Merger; (vi) Nasdaq listing approval of the Holdco Ordinary Shares; (vii) execution and
delivery of the Registration Rights and Lock-Up Agreement and the Nomination Agreement; and (viii) Registrant having at least $5,000,001
of net tangible assets.
The obligations of Registrant to consummate the
Transactions are subject to certain additional conditions at or prior to the Closing, including (i) the accuracy of certain representations
and warranties of the Company, Holdco, and Merger Sub except, with respect to certain representations and warranties, where the failure
of such representations and warranties to be true and correct does not result in a Company Material Adverse Effect or is not materially
adverse to Holdco or Merger Sub, as applicable; (ii) the performance or compliance in all material respects with all agreements and covenants
required by the Business Combination Agreement, with certain exceptions; (iii) the delivery to Registrant of certifications as to the
satisfaction of the conditions; and (iv) the absence of a Company Material Adverse Effect.
The obligations of the Company to consummate the
Transactions are subject to certain additional conditions at or prior to the Closing, including (i) the accuracy of certain representations
and warranties of Registrant except, with respect to certain representations and warranties, where the failure of such representations
and warranties to be true and correct does not result in a SPAC Material Adverse Effect; (ii) the performance or compliance in all material
respects with all agreements and covenants required by the Business Combination Agreement; (iii) the Registrant’s delivery to the
Company of certifications as to the satisfaction of the conditions; (iv) the absence of a SPAC Material Adverse Effect; (v) after giving
effect to the exercise of the Redemption Rights by holders of SPAC Ordinary Shares and SPAC Warrants and payments related thereto, Registrant
will have at least an aggregate of one hundred eighty five million dollars ($185,000,000) of cash held either in or outside the Trust
Account, including the aggregate amount of the PIPE Investment Amount; and (vi) the transfer of 325,000 SPAC Warrants to a third party.
Representations and Warranties
The Business Combination Agreement contains customary
representations and warranties of the Company, Registrant, Holdco and Merger Sub relating to, among other things, their ability to enter
into the Business Combination Agreement and the Ancillary Agreements to which they are party and their outstanding capitalization. The
representations and warranties of the parties contained in the Business Combination Agreement will terminate and be of no further force
and effect as of the closing of the Transactions.
Covenants
The Business Combination Agreement contains customary
covenants of the parties, including, among others, covenants providing for (i) the operation of the parties’ respective businesses
prior to consummation of the Transactions, (ii) the parties’ efforts to satisfy conditions to consummate the Transactions, (iii)
Registrant, Company and Holdco preparing and Holdco filing a registration statement containing a proxy statement/prospectus for the purpose
of soliciting proxies from Registrant’s shareholders to vote in favor of certain matters and registering under the Securities Act
of 1933, as amended (the “Securities Act”) the Holdco Ordinary Shares and Holdco Warrants to be issued in connection
with the Merger, (iv) the protection of, and access to, confidential information of the parties and (v) the parties’ efforts to
obtain necessary approvals from Governmental Authorities. The covenants of the parties contained in the Business Combination Agreement
will terminate and be of no further force and effect as of the Closing of the Transactions, except for those covenants that by their terms
require performance after the Closing.
Termination
The Business Combination Agreement may be terminated
and the Transactions may be abandoned at any time prior to the date on which the Merger is effective in accordance with the Cayman Islands
Companies Act (the “Merger Effective Time”), notwithstanding any requisite approval and adoption of the Business Combination
Agreement and the Transactions by the shareholders of the Registrant, (i) by mutual written consent of Registrant and the Company; (ii)
by either Registrant or the Company if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on October
15, 2021, subject to certain exceptions; (iii) by either Registrant or the Company if any Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become
final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting
consummation of the Transaction or the Merger; (iv) by either Registrant or the Company if any of the Registrant proposals shall fail
to receive the requisite vote for approval at Registrant’s shareholders’ meeting; (v) by Registrant upon a breach of any representation,
warranty, covenant or agreement set forth in the Business Combination Agreement on the part of the Company, Holdco or Merger Sub that
remains uncured for more than 30 days after written notice of such breach is provided by Registrant to the Company, or if any representation
or warranty of the Company, Holdco or Merger Sub shall have become untrue, in either case such that the conditions relating to representations
and warranties and certain covenants and agreements would not be satisfied; and (vi) by the Company upon any breach of any representation,
warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Registrant that remains uncured for more
than 30 days after written notice of such breach is provided by the Company to Registrant, or if any representation or warranty of Registrant
shall have become untrue, in either case such that the conditions relating to representations and warranties and certain covenants and
agreements would not be satisfied.
In the event that the Business Combination Agreement
is terminated, all Transaction Expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements, and
the Transactions shall be paid by the party incurring such Transaction Expenses. If the Transactions are consummated, Holdco shall pay
or cause to be paid, (i) the Company Transaction Expenses and (ii) the SPAC Transaction Expenses up to an amount not to exceed the SPAC
Transaction Expenses Cap.
Certain Related Agreements
Transaction Support Agreement
Concurrently with the execution of the Business
Combination Agreement, SPAC, Union Group International Holdings Limited (“UGI”) and Union Acquisition Associates II,
LLC (“UAA” and collectively with UGI, the “Sponsors”), the Company, Holdco, certain Company Shareholders
(the “Eligible Company Shareholders”) and certain holders of SPAC Ordinary Shares (the “SPAC Investors”)
entered into a Transaction Support Agreement (the “Transaction Support Agreement”) pursuant to which, among other things,
the Sponsors and the SPAC Investors have agreed with SPAC, Holdco, the Company and the Eligible Company Shareholders to (i) waive certain
rights, and (ii) take certain actions to support the Transactions. Additionally, the Sponsors have agreed to (i) forfeit certain of their
SPAC Warrants immediately prior to the Merger Effective Time, and (ii) subject certain of their Holdco Ordinary Shares and Holdco Warrants,
to be received in exchange for the equivalent number of SPAC Ordinary Shares and SPAC Warrants upon the consummation of the Merger, to
certain restrictions to be implemented by depositing such Holdco Ordinary Shares and Holdco Warrants in an escrow account (the “Sponsor
Escrowed Securities”), as described thereunder. Fifty percent (50%) of the Sponsor Escrowed Securities will be released to the
Sponsors if 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-day trading period, and the remaining 50% of the Sponsor Escrowed Securities will be released to
the Sponsors if the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals or exceeds $13.00 per Holdco Ordinary
Share for any 20 trading days within any 30-day trading period (in each case, subject to any applicable lock-up restrictions under the
Registration Rights and Lock-Up Agreement (as described below) or any other applicable escrow arrangement). Similarly, the Eligible Company
Shareholders have agreed with SPAC, Holdco, the Company, the Sponsors and the SPAC Investors to subject certain of their Holdco Ordinary
Shares to be received in the Exchange to certain restrictions to be implemented by depositing such Holdco Ordinary Shares in an escrow
account (the “ECS Escrowed Securities”), as described thereunder. Fifty percent (50%) of the ECS Escrowed Securities
will be released to the Eligible Company Shareholders if 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-day trading period, and the remaining 50% of the ECS
Escrowed Securities will be released to the Eligible Company Shareholders if the closing price of the Holdco Ordinary Shares on the Nasdaq
Stock Market equals or exceeds $13.00 per Holdco Ordinary Share for any 20 trading days within any 30-day trading period.
The foregoing description of the Transaction Support
Agreement is qualified in its entirety by reference to the full text of the Transaction Support Agreement, a copy of which is included
as Exhibit 10.3 to this Amendment No. 1, and incorporated herein by reference.
Registration Rights and Lock-Up Agreement
In connection with the closing of the Transactions,
Holdco, the Sponsors, certain other persons and entities holding SPAC Ordinary Shares (the “Original Holders”) and
the Company Shareholders will enter into a Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”)
pursuant to which, among other things, the Sponsors, the Original Holders and the Company Shareholders shall have customary demand and
piggyback registration rights in connection with the Holdco Ordinary Shares issued to them in the Merger or the Exchange. Additionally,
the Holdco Ordinary Shares held by the Sponsors and the Original Holders which were previously SPAC Ordinary Shares will be subject to
a lock-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 other than IFC, will be subject to a lock-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 other than IFC will be subject to a lock-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 form of Registration Rights and Lock-Up
Agreement, a copy of which is included as Exhibit 10.4 to this Amendment No. 1, and incorporated herein by reference.