Inversiones e Inmobilaria GHC Ltda entered into a definitive business combination agreement to acquire Rose Hill Acquisition Corporation (NasdaqGM : ROSE) from a group of shareholders for approximately $450 million in a reverse merger transaction.
The transaction is subject to the satisfaction of customary closing conditions, including, among other things: (i) Rose Hill having at least $5,000,001 of net tangible assets following the redemption of its public shares in connection with the approval of the transaction, (ii) approval of the transaction by the required shareholders of each of Rose Hill and Inversiones e Inmobilaria, (iii) approval for listing on NASDAQ of the New PubCo ordinary shares to be issued in connection with the transaction, (iv) the registration statement on Form F-4 becoming effective, (v)execution of the Registration Rights Agreement and Lock-up Agreement, (vi) termination or expiration of applicable waiting period. The proposed transaction has been unanimously approved by the Boards of Directors of Rose Hill and the administrator of Prize. Rose Hill Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders (the Meeting) originally scheduled for January 5, 2023 until January 12, 2023. The proposed transaction is expected to close in the first quarter of 2023.
Alan Annex and Adam Namoury of Greenberg Traurig, LLP are U.S. legal advisor to Rose Hill and Mike Fitzgerald, Robert Leung, Joy Gallup, Lucas Rachuba and Arturo Carrillo of Paul Hastings LLP are U.S. legal advisor to Inversiones e Inmobilaria. Cohen Capital Markets is the capital markets advisor to Rose Hill. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Rose Hill Acquisition. Rose Hill Acquisition Corporation engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $30,000. Cohen & Company Capital Markets, LLC acted as financial advisor to Rose Hill Acquisition Corporation.