UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Procaps Group, S.A.
(Name of Issuer)
Ordinary Shares, nominal value of $0.01 per share
(Title of Class of Securities)
L7756P 102 (Ordinary Shares)
(CUSIP Number)
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)
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSONS Hoche Partners Pharma Holding S.A. |
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| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(See Instructions) (a) o (b) o |
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| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS (See Instructions) AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o | ||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Grand Duchy of Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7 | SOLE
VOTING POWER 15,877,516 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE
DISPOSITIVE POWER 15,877,516 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,877,516* |
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| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o | ||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1%* |
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| 14 | TYPE OF REPORTING PERSON (See Instructions) CO |
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| * | See Item 5 |
Explanatory Note:
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D of Hoche Partners Pharma Holding S.A. (the “Reporting Person”) that was filed with the Securities and Exchange Commission on September 29, 2021 (the “Schedule 13D”) and the Amendment No. 1 to the Schedule 13D dated January 12, 2024 with respect to the ordinary shares, nominal value of $0.01 per share, of Procaps Group, S.A., (the “Issuer” or “Procaps”). This amendment to the Schedule 13D constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. This Amendment No. 2 is being filed for the purpose of publicly disclosing certain important developments in connection with the Reporting Person’s investment in Procaps. Except as set forth herein, the Schedule 13D is unmodified.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is amended and supplemented as follows:
Procaps held a general meeting of its shareholders on January 22, 2024, at 3:00 p.m. (Luxembourg time), to revoke all members of the Board and appoint seven (7) new members to the Board. The votes against the resolution were cast almost exclusively by the Minski family. All other shareholders not affiliated with the Minksi family (including the Reporting Person) voted in favor of removing the Board, or otherwise abstained.
On February 12, 2024, the Reporting Person issued a letter to the Board outlining concerns associated with the Minski family’s continuing influence over the Company. The letter is attached hereto as Exhibit 99.10.
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following:
SIGNATURE
After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 20, 2024
| hoche partners pharma holding s.a. | ||
| By: | /s/ Roman Sokolowski | |
| Name: Roman Sokolowski | ||
| Title: Director | ||
| Stonehage Fleming Corporate Service Luxembourg S.A., Director | ||
| By: | /s/ Peter Egan | |
| Name: Peter Egan | ||
| Title: Director | ||
| By: | /s/ Ariane Vansimpsen | |
| Name: Ariane Vansimpsen | ||
| Title: Director | ||
Exhibit 99.10
HOCHE PARTNERS PHARMA HOLDING S.A.
| 58, rue Charles Martel | |
| L-2134 Luxembourg |
To:
Procaps Group, S.A. - Board of Directors
9, rue De Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
(the Company or Procaps)
With a copy to its statutory auditor
Mr. Carlos Piocuda
78 B 201, Calle 80
080001, Barranquilla, Colombie
February 12, 2024
Dear Sirs:
We are in receipt of the Minutes of the General Meeting of Shareholders (“General Meeting”) of Procaps Group, S.A. (the “Company”) held on January 22, 2024. For the first resolution, i.e., revocation of the board of directors of the Company (the “Board”) with effect as of the date of the General Meeting of Shareholders of the Company, we have determined that approximately 66.22% of the 68.55% of the votes AGAINST revocation of the Board were cast by the Minski family’s voting bloc.
22.11% voted FOR the resolution to revoke the Board. This significant number of votes came from shareholders who are not part of the Minski family’s voting bloc, including Hoche. Additionally, 9.33% of the shareholders, also unrelated to the Minski family, ABSTAINED. Only the Minksi voting bloc voted against revoking the Board. The results are indicative of the Minski family’s continued hold over the Company, which is consistent with our position of non-alignment of the Company’s existing Board with the interests of the public stockholders other than the Minski family.
Hoche and the other shareholders are concerned about the waning corporate governance standards and long-term financial capabilities of the Company. Based on these voting results, it appears obvious that the Board no longer has the trust and support of the shareholders unaffiliated with the Minski family.
We continue to believe that if the Board is replaced by professional and independent directors, we believe the Company could create long-term value for all its shareholders.
2
We request that a copy of this letter be shared with all other shareholders.
Sincerely,
| hoche partners pharma holding s.a. | ||
| By: | /s/ Roman Sokolowski | |
| Name: Roman Sokolowski | ||
| Title: Director | ||
| Stonehage Fleming Corporate Service Luxembourg S.A., Director | ||
| By: | /s/ Peter Egan | |
| Name: Peter Egan | ||
| Title: Director | ||
| By: | /s/ Ariane Vansimpsen | |
| Name: Ariane Vansimpsen | ||
| Title: Director | ||
cc: Mr. Patricio Vargas CFO