UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month
of November 2023
Commission File Number: 001-40851
Procaps Group, S.A.
(Translation of registrant’s name in English)
9 rue de Bitbourg, L-1273
Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B253360
Tel : +356 7995-6138
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Appointment of Chief Executive Officer
On November 20, 2023, in accordance with its previously announced strategic succession planning, the Board of Directors (the “Board”) of Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (the “Company” or “Procaps”), appointed José Antonio Toledo Vieira as Chief Executive Officer of the Company, effective January 15, 2024. The appointment of Mr. Vieira was recommended by the search committee formed for such purpose by the Nominating Committee of the Board. Mr. Vieira’s appointment concludes the Company’s previously disclosed chief executive officer succession planning process.
Mr. Vieira has over 30 years of experience in the pharmaceutical market, having worked for companies such as Novartis, Abbvie and AstraZeneca in Brazil, Portugal, Australia, New Zealand and the United Kingdom. He started his career at Novartis, where he held various commercial positions in Brazil and Portugal and later was appointed as Country President for Brazil. He also worked for Allergan Brazil as General Manager. Later on, he joined AstraZeneca Brazil as Country President and held a similar position for Australia and New Zealand, and later was appointed as Global Commercial VP in London. He also worked for Abbvie in Brazil and in 2018 he joined Patria Investimentos as Operating Partner responsible for healthcare companies such as Natulab, Víncula and Farmácias Independentes, where he currently serves as Chairman of the Board. He is also a member of the Board of Directors of Elfa Medicamentos, where he previously served as CEO for nearly three years.
Mr. Vieira holds a degree in Economics from Fundação Armando Alvares Penteado in São Paulo, Brazil, with MBA from Business School São Paulo and Advanced Management Program for Senior Leaders from Harvard Business School. He is currently completing another MBA with a focus on private equity, venture capital and start-up investments at FGV in São Paulo. Mr. Vieira will be based in the company´s headquarters in Barranquilla, Colombia.
There are no family relationships between Mr. Vieira and any director or executive officer of the Company, and, except as described in this Current Report on Form 6-K, Mr. Vieira does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Vieira and any other persons pursuant to which he was selected as Chief Executive Officer.
Resignation of Ruben Minski as Chief Executive Officer
In connection with Mr. Vieira’s appointment as Chief Executive Officer of the Company and as contemplated by the Company’s succession planning process, on November 20, 2023, Ruben Minski tendered his resignation as Chief Executive Officer of the Company, effective January 15, 2024. Consistent with the Company’s succession planning process, Mr. Minski will maintain his position on the Board as Executive Chairman and as a member of its Mergers and Acquisitions Committee for the full duration of his original mandate, following his resignation as Chief Executive Officer.
The information contained in this Report on Form 6-K (excluding Exhibit 99.1) is incorporated by reference into the Company’s Post-Effective Amendment No. 2 to Form F-1 on Form F-3 (File No. 333-261366), filed with the Securities and Exchange Commission.
On November 22, 2023, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Vieira as Chief Executive Officer of the Company and the resignation of Mr. Minski as Chief Executive Officer of the Company. The Press Release has been furnished as Exhibit 99.1 hereto.
Exhibit Index
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press Release of Procaps Group, S.A. dated November 22, 2023 |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROCAPS GROUP, S.A. | ||
| By: | /s/ Ruben Minski | |
| Name: | Ruben Minski | |
| Title: | Chief Executive Officer | |
Dated: November 22, 2023
2
Exhibit 99.1
Procaps Group Announces Appointment of Jose Antonio Vieira as Chief Executive Officer Starting 2024
MIAMI, USA – BARRANQUILLA, COL – November 22, 2023 – Procaps Group (NASDAQ: PROC) (“Procaps”), a leading integrated LatAm healthcare and pharmaceutical conglomerate, announced today a strategic leadership transition as Ruben Minski, founder and CEO of Procaps prepares to transition from the role of Chief Executive Officer to focus exclusively on his role as Executive Chairman of the Board, and the appointment of Jose Antonio Vieira as the new Chief Executive Officer of Procaps Group. The transition will be effective January 15, 2024.
After over 45 years of visionary leadership and dedicated service, Ruben Minski has played a pivotal role in Procaps’ growth and success, transforming it into a global leader in pharmaceutical innovation. Under his guidance, Procaps has achieved numerous milestones, and positively impacting countless lives.
The Board of Directors expresses its deep gratitude to Ruben Minski for his unwavering commitment and outstanding leadership throughout the years. The decision to transition to the role of Executive Chairman reflects a thoughtful and deliberate succession planning process, as previously announced in February this year.
“It has been a privilege to serve as CEO of Procaps for the past 45 years. I look forward to focusing only on my role as Executive Chairman of the Board, where I can continue to contribute to the company´s strategic direction”, said Ruben Minski.
In his role as Executive Chairman of the Board, Ruben Minski will continue to provide strategic guidance, drawing upon his wealth of experience and industry knowledge. This transition underscores Procaps’ commitment to sustained success and its dedication to delivering value to shareholders.
The Board welcomes Mr. Vieira to Procaps. José Antonio brings a wealth of experience in the international pharmaceutical industry, including Latin America and a proven track record of strategic leadership. With his broad experience in the healthcare sector, we believe he is poised to lead Procaps into its next phase of growth.
“I´m very pleased to have Mr. Vieira joining Procaps. His knowledge, experience and leadership will certainly help us move to our next development phase, as we continue to strengthen our operations and focus on profitability and growth.” said Ruben Minski, Executive Chairman of the Board of Directors.
Mr. Vieira has over 30 years of experience in the pharmaceutical market, having worked for companies such as Novartis, Abbvie and AstraZeneca in Brazil, Portugal, Australia, New Zealand and the United Kingdom. He started his career at Novartis, where he held various commercial positions in Brazil and Portugal and later was appointed as Country President for Brazil. He also worked for Allergan Brazil as General Manager. Later on, he joined AstraZeneca Brazil as Country President and held a similar position for Australia and New Zealand, and later was appointed as Global Commercial VP in London. He also worked for Abbvie in Brazil and in 2018 he joined Patria Investimentos as Operating Partner responsible for healthcare companies such as Natulab, Víncula and Farmácias Independentes, where he serves as Chairman of the Board. He is also a member of the Board of Directors of Elfa Medicamentos, where he previously served as CEO for nearly three years.
Mr. Vieira holds a degree in Economics from Fundação Armando Alvares Penteado in São Paulo, Brazil, with MBA from Business School São Paulo and Advanced Management Program for Senior Leaders from Harvard Business School. He is currently completing another MBA with a focus on private equity, venture capital and start-up investments at FGV in São Paulo. Jose will be based in the company´s headquarters in Barranquilla, Colombia.
“I´m honored with this new challenge and I am eager to lead the next chapter of Procaps as CEO. Procaps is a unique company with tremendous potential. I am excited about the opportunity to lead this exceptional team and build upon the legacy of innovation and excellence established by Ruben. Together with the talented individuals at Procaps, we will continue to advance our mission of improving lives through pharmaceutical solutions”, said Jose Antonio Vieira.
About Procaps Group
Procaps Group, S.A. (“Procaps”) (NASDAQ: PROC) is a leading developer of pharmaceutical and nutraceutical solutions, medicines, and hospital supplies that reach more than 50 countries in all five continents. Procaps has a direct presence in 13 countries in the Americas and more than 5,500 employees working under a sustainable model. Procaps develops, manufactures, and markets over-the-counter (OTC) pharmaceutical products and prescription pharmaceutical drugs (Rx), nutritional supplements and high-potency clinical solutions.
For more information, visit www.procapsgroup.com or Procaps’ investor relations website investor.procapsgroup.com.
Investor Contact:
Melissa Angelini
IR Director - Procaps Group
ir@procapsgroup.com
investor.procapsgroup.com
This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projections on Mr. Vieira’s expected future performance as well as the expected benefits to be achieved by the appointment of Mr. Vieira as chief executive officer, and there can be no assurance that any such projections or benefits underlying the appointment of Mr. Vieira as chief executive officer will be obtained. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks included under the header “Risk Factors” in Procaps’ annual report on Form 20-F filed with the SEC, as well as Procaps’ other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.