Ambipar Response To Go Public Through SPAC Merger With HPX Corp; Expected To Have Pro-Forma Enterprise Value Of ~$581M

• Ambipar Response is an independent division of Ambipar Group that provides environmental and industrial services to over 10 thousand customers across 16 countries, delivered through 216 service centers and by more than 2,200 employees as of December 2021
• After HPX Corp. shareholder approval and closing of the transaction, the combined company is expected to have a pro-forma enterprise value of approximately $581 million and a pro-forma implied market capitalization of approximately $798 million, assuming no redemptions from HPX Corp. shareholders
• The transaction is expected to provide Ambipar Response with a minimum of $168 million of already committed gross proceeds to fuel its organic and inorganic growth
• HPX Corp. is a SPAC sponsored by well-known executives with extensive operational and financial experience, having successfully led global companies and leading Brazilian businesses

NEW YORK & SÃO PAULO--(BUSINESS WIRE)-- Emergência Participações S.A., a leading environmental and industrial service provider in Brazil with a global presence, announced today that it has entered into a definitive business combination agreement with HPX Corp. (“HPX”) (NYSE:HPX), a special purpose acquisition company focused on Brazil ("Business Combination"). Upon closing of the Business Combination, Ambipar Emergency Response (“Ambipar Response”), a newly incorporated Cayman Islands exempted company that will hold the business of Emergência Participações S.A., is expected to become publicly listed on the NYSE under the ticker symbol “AMBI.”

Ambipar Participações e Empreendimentos S.A. (“Ambipar Group”) (B3: AMBP3), currently the sole shareholder of Emergência Participações S.A., will remain a majority shareholder of Ambipar Response with an approximate 50% equity stake in Ambipar Response following the closing of the Business Combination and assuming no redemptions from HPX’s existing public shareholders, and up to 72% in case of total redemptions of HPX existing public shareholders.

Founded in 1995 by Tercio Borlenghi Jr, Ambipar Response provides a wide range of emergency, environmental and industrial services to a diversified client base in logistics, chemical, oil and gas, mining and industrial sectors. Ambipar Response expects to earn net revenues of approximately R$1.7 billion in 2022 and EBITDA of R$436 million, equivalent to US$325 million and US$81.8 million, respectively, if translated by the current USD - BRL exchange rate of $1.00 – R$5.33. Headquartered in São Paulo, Brazil, Ambipar Response has a portfolio of over 10,000 customers with long-standing relationships in a variety of sectors and geographies, including North America (U.S., Canada), Europe (mainly UK), LatAm (Chile, Colombia, Peru, among others), and Brazil. Over the last two years, Ambipar Response has achieved significant growth, including in the North American market, and has identified significant opportunities for continued expansion in all geographies, with a particular focus in the United States.

“I am excited to engage in this business combination with HPX, which will provide not only the funding for Ambipar Response’s continued growth but also the opportunity to leverage on the extensive operational and financial expertise of HPX’s sponsors to accelerate our international expansion, and become one of the leading companies globally in the environmental and industrial services space,” said Tercio Borlenghi Jr., Ambipar Group’s founder.

“The opportunity to partner with Ambipar Response perfectly fits the investment criteria that we defined in our IPO in 2020. Ambipar Response is an industry leader in Brazil, with an extensive runway to continue to consolidate the fragmented environmental services industry worldwide. With its operating expertise and acumen to acquire and develop strategic companies across new geographies, we believe Ambipar Response can grow rapidly and become a global leader in its market,” said Carlos Piani, HPX’s Chief Executive and Financial Officer.

Transaction Overview

The business combination values Ambipar Response at an implied US$581 million enterprise value and a pro forma equity value of approximately US$798 million, assuming no redemptions. Ambipar Group will receive shares of HPX as consideration and the transaction is expected to provide Ambipar Response with at least US$168 million in gross proceeds through committed PIPE subscriptions and non-redemption agreements by high-profile institutional investors and high net-worth individuals, including Opportunity, Constellation, XP and Ambipar Group. The proceeds will be used to accelerate Ambipar Response’s organic and inorganic growth. In addition, 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 US$415 million, with no redemptions from HPX Corp. shareholders, the economic ownership structure following the Business Combination is expected to be approximately: 50% Ambipar Group, 48% PIPE and HPX public shareholders, and 2% HPX sponsor. In connection with the Business Combination, Ambipar Response will adopt a dual-class share structure pursuant to which Ambipar Group will hold Class B ordinary shares, which provide 10 votes per share, but are otherwise identical to the Class A ordinary shares issued to all other shareholders in connection with the Business Combination. Upon completion of the Business Combination, Ambipar Group is expected to hold at least a majority of the voting rights in Ambipar Response.

The Business Combination, which has been approved by the Board of Directors of Ambipar Group and HPX, is expected to close during the second half of 2022, subject to the approval of the shareholders of HPX and other customary closing conditions.