Ambipar subsidiary announces merger with SPAC HPX and listing on Nasdaq

Brazilian environmental services company Ambipar said on Wednesday (6) that its subsidiary Emergencia Participações signed an agreement with US-listed blank check company (SPAC) HPX to form Ambipar Emergency Response, which will have shares listed in New York.

The deal gives the combined company an enterprise value of R$3.1 billion and is expected to boost its growth in global markets.

The equity value of the new company is estimated at R$2.9 billion.

The move comes less than a year after Ambipar canceled the initial public offering (IPO) of its waste management company Environment ESG due to unfavorable market conditions.

Ambipar said the agreement includes a guaranteed minimum capitalization of US$ 168 million in Ambipar Response, according to a material fact disclosed to the market. If there is no share redemption by HPX’s current shareholders, capitalization could reach $415 million, he added.

The proceeds will be used to accelerate Ambipar Response’s organic and inorganic growth, said Ambipar, which will remain the majority shareholder of the combined company, with around 71.8% of its share capital.

Ambipar Response has a portfolio of more than 10,000 customers in locations such as the USA, Brazil, Canada and the United Kingdom, and will assume the role of Emergency as a provider of industrial services and response to environmental emergencies.

Upon completion of the deal, which is scheduled for the second half of the year, Ambipar Response, a company incorporated in accordance with the legislation of the Cayman Islands, will hold all the shares issued by the Emergency and will be listed on the New York Stock Exchange, under the code “AMBI”.

Ambipar said that, if certain undisclosed conditions are met, the company will also be entitled to a potential ‘earn-out’, increasing the shareholding in Ambipar Response and adding R$ 110 million to the implicit ‘enterprise value’ of the combined company.