European Healthcare Acquisition & Growth Company B.V. (EHC), a Euronext Amsterdam-listed special purpose acquisition company (SPAC), is entering into a business combination with Austrian-based Croma-Pharma GmbH (Croma), a fast-growing, profitable and differentiated leader in cosmetic medicine.

In this de-SPAC transaction, the combined company is assessed at an enterprise value of EUR 850 million. Under the merger agreement, Croma's existing shareholders will transfer 100% of the outstanding shares in Croma to EHC. In return, the shareholders will receive shares in EHC. The combined company is expected to have a shareholder base consisting of Croma's current shareholders, EHC's public shareholders, potential further investors subscribing for new shares in 2023 and EHC's founders. Completion of the transaction is expected to take place in the second quarter of 2023. EHC will be converted into a limited liability company called Croma N.V., whose shares will be traded on Euronext Amsterdam.

Houthoff advised European Healthcare Acquisition & Growth Company B.V. together with Sullivan & Cromwell. The team included Alexander Kaarls, Jetty Tukker, Paul de Vries, Jeroen van Mourik, Willem Liedenbaum, Chantal Presilli, Sofie Nijhuis, Kasper van der Sanden, Marijn van Horen, Manon Hoekstra and Tom Harms.