European Healthcare Acquisition & Growth Company B.V., NL0015000K10

European Healthcare Acquisition & Growth Company B.V., NL0015000K10

16.11.2021 - 08:53:26

European Healthcare Acquisition & Growth Company B.V. announces bookbuilding for up to EUR 200 million private placement

AD-HOC RELEASE

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. announces bookbuilding for up to EUR 200 million private placement and listing on Euronext Amsterdam and targets a business combination 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.Amsterdam, November 16, 2021 European Healthcare Acquisition & Growth Company B.V. (the "Company"), a Dutch operators-led special purpose acquisition company aiming to acquire one or more companies in the European healthcare sector, announces the start of its private placement of up to 20 million units (the "Units"), each consisting of one share (a "Public Share") and one-third of a warrant (a "Public Warrant"), at a placement price of EUR 10 per unit for an aggregate of up to EUR 200 million. The Units will be offered to institutional investors and other investors. Deutsche Bank Aktiengesellschaft, J.P. Morgan AG and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as Joint Global Coordinators and Joint Bookrunners. ABN AMRO Bank N.V. is a Joint Bookrunner and Listing, Paying and Warrant Agent. Berenberg committed to procure purchasers in the amount of EUR 60 million and will submit an order on its own account for any shortfall. Berenberg also committed to a lock-up until the announcement of the Business Combination for any shares so allocated to Berenberg. The private placement is expected to end on or before November 17, 2021.

The Company is sponsored by affiliates of the Company's board of directors, Peer Schatz (former CEO of QIAGEN N.V.) as executive director as well as Dr. Cornelius Baur (McKinsey & Company Managing Partner Germany and Austria), Stefan Winners (former Executive Board Member Digital of Hubert Burda Media and former CEO of Lakestar SPAC I), Dr. Stefan Oschmann (former CEO of Merck KGaA) and Dr. Axel Herberg (former CEO of Gerresheimer AG and former Partner at Blackstone Private Equity) as non-executive directors and was established for the purpose of entering into a business combination with one or more target companies or businesses with the purpose of creating a single business (the "Business Combination").

The Company intends to focus on companies or businesses with principal operations in Europe in the healthcare sector, with a special focus on the subsectors Biotechnology and Specialty Pharma, Pharma Services, Medical Technology and Medical Devices, Diagnostic and Lab Services, Bioinformatics as well as Life Science Tools. The target is envisaged to have an equity value between EUR 500 million and EUR 2 billion. The Company will have 24 months to consummate a Business Combination, otherwise it will be liquidated and distribute substantially all of its assets to its shareholders.

The Public Shares (ISIN NL0015000K10, Amsterdam Stock Exchange: EHCS) and the Public Warrants (ISIN NL0015000K28, Amsterdam Stock Exchange: EHCW) will be admitted to trading on the regulated market of Euronext Amsterdam. Trading is expected to commence on November 18, 2021.Contact Peer Schatz European Healthcare Acquisition & Growth Company B.V. c/o ALR Treuhand GmbH Theresienh?he 28 80338 Munich Germany info@ehc-company.comDisclaimer 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, a securities 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 securities prospectus. The securities prospectus will be published promptly upon approval by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financi?le 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 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 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.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by each underwriter or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

In connection with the placement of the public units, an underwriter and any of its affiliates acting as an investor for their own account may take up as a proprietary position any public units and in that capacity may retain, purchase or sell for their own account such public unit. In addition, an underwriter or its affiliates may enter into financing arrangements and swaps with investors in connection with which that underwriters (or its affiliates) may from time to time acquire, hold or dispose of public units. Each underwriter does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the public units. Any investment decision in connection with the public units must be made solely on the basis of all publicly available information relating to the public units (which has not been independently verified by the underwriters).

Each underwriter is acting on behalf of their client and no one else in connection with any offering of the public units and will not be responsible to any other person for providing the protections afforded to clients of the underwriter nor for providing advice in relation to any offering of the public units.

16-Nov-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.dgap.de

Language: English Company: European Healthcare Acquisition & Growth Company B.V. c/o ALR Treuhand GmbH; Theresienh?he 28 80339 M?nchen

Germany ISIN: NL0015000K10, NL00115000K28 WKN: A3C60V Listed: Regulated Unofficial Market in Frankfurt; Amsterdam EQS News ID: 1249272 ? End of Announcement DGAP News Service

1249272??16-Nov-2021?CET/CEST

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