Emergência Participações S.A., an environmental and industrial service provider in Brazil with a global presence, announced today that it intends to merge with HPX Corp., a SPAC focused on Brazil.
If approved, upon closing Ambipar Emergency Response, a newly incorporated Cayman Islands exempted company that will hold the business of Emergência Participações S.A., is expected to list on the NYSE under the ticker symbol AMBI.
The business combination values Ambipar Response at an implied $581 million enterprise value and a pro forma equity value of approximately $798 million, assuming no redemptions. Ambipar Group will receive shares of HPX as consideration. The transaction is expected to provide Ambipar Response with at least $168 million in gross proceeds through committed PIPE subscriptions and non-redemption agreements by institutional investors and high net-worth individuals, including Opportunity, Constellation, XP and Ambipar Group.
Ambipar Group has agreed to a three-year lockup on its rollover shares and HPX’s sponsor has agreed to a three-year lockup on its founder shares.
Assuming a total capitalization of $415 million, with no redemptions from HPX Corp. shareholders, the economic ownership structure following the merger is expected to be approximately 50% Ambipar Group, 48% PIPE and HPX public shareholders, and 2% HPX sponsor.
The Ambipar Group is currently the sole shareholder of Emergência Participações S.A. and will remain a majority shareholder of Ambipar Response. Ambipar would control up to 72% of the combined company in case of total redemptions by the SPAC’s shareholders.
Founded in 1995, Ambipar Response provides emergency, environmental and industrial services to a diversified client base in logistics, chemical, oil and gas, mining and industrial sectors. Read more.
