EQS-Adhoc: European Healthcare Acquisition & Growth Company B.V. and Croma-Pharma GmbH signed Business Combination Agreement

Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

European Healthcare Acquisition & Growth Company B.V. and Croma-Pharma GmbH signed Business Combination Agreement

• Operators-led European Healthcare Acquisition & Growth Company B.V. (EHC) and Austrian-based Croma-Pharma GmbH (Croma), a rapidly growing, profitable and differentiated leader in the field of minimally invasive aesthetics and reconstructive medicine, agreed on a business combination.
• After closing of the business combination, EHC is expected to operate as a public company and to continue to trade on the regulated market of Euronext Amsterdam.
• Andreas Prinz (CEO of Croma) and Peter Haidenek (CFO of Croma) are to become the two members of the management board of the combined company.
• Dr. Cornelius Baur (CEO of EHC) and Dr. Stefan Oschmann (board member of EHC), to join the newly formed supervisory board upon completion of the business combination. Dr. Stefan Oschmann is designated for nomination as chairman of the supervisory board.
• The transaction values the combined company at an enterprise value of EUR 850 million.
• The business combination is expected to complete in the second quarter of 2023.

Munich, 22 December 2022 - European Healthcare Acquisition & Growth Company B.V. (EHC), a Dutch operators-led special purpose acquisition company, and Austrian-based Croma-Pharma GmbH (Croma), a rapidly growing, profitable and differentiated leader in the fields of minimally invasive aesthetics and reconstructive medicine, today entered into a definitive business combination agreement. Upon closing of the transaction, EHC is expected to be converted into a public company with limited liability (naamloze vennootschap) named Croma N.V.

The transaction values the combined company at an enterprise value of EUR 850 million. Under the terms of the agreement, the existing shareholders of Croma will contribute 100% of the outstanding equity of Croma to EHC in exchange for shares in EHC. Accordingly, the combined company is expected to have a shareholder base comprised of the current Croma shareholders, EHCs public shareholders, potential further investors subscribing new shares in 2023 and the EHC founders.

The transaction is expected to complete in the second quarter of 2023, and the shares of EHC, now as a combined company, will continue to trade on the regulated market of Euronext Amsterdam.

Andreas Prinz, CEO of Croma, said: We are pleased to launch an exciting new chapter of Cromas growth story. Also, we are proud to join forces with EHC as going public and to thereby also catalyse a significant boost to our global growth potential. We are looking forward to accelerating the roll-out of our clinically and scientifically differentiated portfolio which now spans across a full portfolio including hyaluronic acid solutions as well as toxins. We are excited to combine our expertise with an ideal partner for Cromas future operational excellence and market expansion. Together, we will build a global leader in aesthetics and reconstructive medicine to the benefit of all our stakeholders.

Martin Prinz, current Co-CEO/CTO of Croma, stated: We have significantly invested into highly automated and scalable GMP manufacturing facilities as well as into clinically differentiating our solutions, which also includes global GCP trials on our hyaluronic acid filler portfolio and making it MDR-ready and demonstrating safety and efficacy. We are looking forward to strengthening further our technology pipeline.

Dr. Cornelius Baur, CEO of EHC and proposed member of the future supervisory board of Croma N.V., said: Croma is a great example of a hidden champion in the growing market of minimally invasive aesthetics and reconstructive medicine with true scientific and clinical differentiation and strong technological expertise. With our experienced team of industry leaders, EHC will support Croma in bringing further innovative solutions to the market faster in the field of solutions that lead to improved patient-reported well-being and positive psychological impacts.

Andreas Prinz (CEO of Croma as well as 49% shareholder in Croma) and Peter Haidenek (CFO of Croma) are designated to become the two members of the management board of the combined company. The supervisory board of the combined company will consist of six members. Four members will be designated for nomination by the Croma shareholders and include Martin Prinz (current Co-CEO/CTO of Croma and 49% shareholder in Croma) as well as two members who shall qualify as independent members and meet certain specific qualification requirements. Two members will be designated for nomination by EHC: Dr. Cornelius Baur (former McKinsey managing partner Germany and Austria and current CEO of EHC) and Dr. Stefan Oschmann (former CEO of Merck KGaA and current non-executive director of EHC). Dr. Stefan Oschmann is designated for nomination as chairman of the supervisory board.

The closing of the transaction is subject to the approval of EHCs general meeting and the satisfaction or waiver of certain other customary closing conditions, including minimum cash in EHC of EUR 100 million.

About Croma

Croma is a global player in the field of minimally invasive aesthetics and a leading manufacturer of premium quality hyaluronic acid fillers, as well as supplying HA based products for reconstructive applications in orthopedics and ophthalmology. Croma offers a comprehensive aesthetics medicine portfolio including botulinum toxin, fillers, threads and biostimulators as well as its own complementary skincare line. Through the addition of its botulinum toxin in 2022, Croma now offers a complete portfolio to healthcare practitioners in Europe, and selective international markets. Its high degree of automation in hyaluronic-acid manufacturing, as well as innovative technologies differentiate Cromas portfolio. Founded in Vienna by the pharmacist Prinz couple in 1976, the family company has its headquarters at Leobendorf near Vienna. With 550 employees, 13 subsidiaries in Europe and Brazil, two joint ventures and 60 exclusive export partners, it distributes its products in 80 markets globally, and operates as a contract manufacturer in ophthalmology and orthopedics. Find out more at croma.at.

About EHC

EHC is an operators-led special purpose acquisition company established to acquire one or more companies in the Europe healthcare market. With its exclusive focus on healthcare, EHC is the first of its kind in Europe and benefits from excellent investment opportunities driven by the markets 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 Croma-Pharma GmbH

Uschi Mayer

External Communications

Mobil: +43 676 84 68 68 966

uschi.mayer@croma.at

Media Enquiries EHC

FGS Global

Kai Peter Rath

+49 211 430 79-209

kai.rath@fgsglobal.com

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