On January 4, CEE Legal Matters reported that Dorda, working with Loyens & Loeff, had advised Croma-Pharma on entering into a business combination agreement with the European Healthcare Acquisition & Growth Company. CEE In-House Matters spoke with Andreas Prinz, Managing Director at Croma Pharma, to learn more about the deal.
CEEIHM: To start, tells us a bit about Croma-Pharma and its operations.
Prinz: Croma-Pharma is an Austrian family-owned and family-run business focusing on minimally invasive aesthetics and reconstructive medicine. It is a fast-growing company with offices and production sites in Austria, Italy, Brazil, France, Germany, the Netherlands, Poland, Portugal, Romania, Spain, Switzerland, and the UK.
CEEIHM: How did the deal with EHC come to be?
Prinz: The introduction between EHC and Croma Pharma was made by a plastic surgeon. After several meetings between the companies, we managed to establish a common understanding and alignment of expectations. Governance and Valuation were the two major points, which were discussed and agreed upon before entering the legal work.
CEEIHM: What can we expect next, now that the deal has been concluded?
Prinz: Upon closing of the transaction, EHC is expected to be converted into a public company with limited liability (naamloze vennootschap) named Croma N.V.
CEEIHM: What was the most complex aspect of the deal from a legal perspective?
Prinz: It was the first De-SPAC transaction in the Austrian market, making this a legal milestone. The complexity is reflected especially in the following aspects:
• The future corporate governance should reflect the interests of all stakeholders.
• The cross-border aspect – differences between Austrian and Dutch law, especially when establishing a SPAC.
• As founders, retaining the most possible control over Croma post-closing – which is difficult under Dutch law and shareholder-interests of listed companies.
• A prediction of the actual share of Croma the Prinz family will hold after closing.
CEEIHM: And why did you pick Dorda as your advisors on this deal?
Prinz: We have a longstanding relationship with Dorda with regard to corporate and M&A matters, in addition to which their expertise in capital markets law was very helpful in this challenging transaction. We appreciate their reliability and responsiveness as well as their flexibility. Specifically, I want to mention Juergen Kittel, who is a trusted advisor and a member of the supervisory board and advised us on all major transactions in the last years.
