Filed by Ambipar Emergency Response
Pursuant to Rule 425 of the Securities Act of 1933,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: HPX Corp.
(SEC File No.: 001-39382)
On October 24, 2022, Ambipar Participações e Empreendimentos S.A.
(“Ambipar”) and Witt O’Brien’s, LLC (“Witt
O’Brien’s”) announced the completion of the acquisition of Witt
O’Brien’s by a wholly owned subsidiary of Emergência Participações
S.A. (“Ambipar Response”). Excerpts of these announcements
are set forth below.
Ambipar’s Announcement to the Market
(free English translation from Portuguese)
São Paulo, Brazil, October 25, 2022. Ambipar informs its
shareholders and the market about the completion of Witt O’Brien’s’
acquisition by a subsidiary of Ambipar Response, which in turn is
wholly owned by Ambipar.
The acquisition of Witt O’Brien’s strengthens Ambipar Response’s
leading position, adding new customers to its portfolio and
enabling entry into other markets and new geographies. Witt
O’Brien’s’ services are complementary to the portfolio of services
performed by Ambipar Response, thus generating commercial and
operational synergies.
Ambipar Response is focused on crisis and emergency management in
all modes and industries. By acquiring Witt O’Brien’s, Ambipar
Response will begin to serve U.S. state and local governments.
Immediately following this acquisition, Witt O’Brien’s will
continue to operate with no changes to its client service teams or
contractual arrangements, thus ensuring a smooth transition for its
customers as well as the execution of a planned integration
process.
Ambipar reiterates that it will keep the market informed and makes
itself available for any additional clarifications that may be
necessary.
***
Witt O’Brien’s’ Release
Ambipar Completes Acquisition of Witt O’Brien’s
Houston, TX, October 24, 2022. Ambipar, a global leading provider
of integrated environmental and emergency management solutions,
announced today the completion of its acquisition of Witt O’Brien’s
by its Ambipar Response division.
Ambipar Response is a leading provider of environmental, emergency
response services in all modes and industries. Its international
client base includes the logistics, chemical, oil and gas, mining,
and industrial sectors, among others. It serves clients through 217
locations in 16 countries.
Witt O’Brien’s builds community and business resilience to man-made
and natural disruptions. It provides strategic consulting and
implementation solutions that ensure the continuity and stability
with quality of its clients’ critical operations. Its large and
growing customer base includes US federal, state and local
governments, as well as corporate clients worldwide.
“This acquisition is transformational for Ambipar Response,” said
Guilherme Borlenghi, Ambipar Response’s CEO. “The addition of Witt
O’Brien’s to our portfolio strengthens our leading position with
over 11,000 clients across six continents. As governments and
businesses struggle to manage a growing range of increasingly
expensive disruptions, we are well positioned to expand in this
growing global market.”
“We are thrilled” added Tim Whipple, Witt O’Brien’s CEO. “Like Witt
O’Brien’s, Ambipar is a mission-driven organization, helping
companies and communities become more resilient and sustainable.
Our cultures, client solutions, and business models are highly
complementary. Through this combination, we will be able to broaden
the support we can offer for our clients’ mission-critical
operations.”
Immediately following this acquisition, Witt O’Brien’s will
continue to operate with no changes to its client service teams or
contractual arrangements, thus ensuring a smooth transition for its
customers as well as the execution of a planned integration
process.
About Witt O’Brien’s
Witt O’Brien’s builds community and business resilience to man-made
and natural disruptions. Witt O’Brien’s designs and implements
solutions that ensure the continuity, stability and resilience of
mission-critical government and corporate missions. It helps
protect its clients by preparing for all types of disruption. If
disaster strikes, Witt O’Brien’s deploys in a matter of hours to
help them respond and recover as quickly as possible.
About Ambipar Response
Founded in 2008 as part of the Ambipar group, Ambipar Response is a
leading environmental, emergency response and industrial field
service provider in Brazil with presence in 16 countries in Latin
America, North America, Europe, Africa and Antarctica and operating
217 service centers as of June 30, 2022. For more information,
visit ambipar.com.
About HPX
HPX (NYSE: HPX) is a special purpose acquisition company that,
since its $253 million initial public offering on NYSE in July
2020, has sought to combine its business with a Brazil-based
company in an industry which would benefit from long-term growth in
the Brazilian economy, with an international expansion plan as part
of its overall growth strategy and that could benefit from HPX’s
management team’s experience in operating in global markets. HPX’s
sponsor is HPX Capital Partners LLC, which is controlled by
Bernardo Hees and Rodrigo Xavier, both co-chairmen of HPX’s board
of directors, and Carlos Piani, HPX’s CEO and CFO. For more
information, visit hpxcorp.com.
About Ambipar
Ambipar is a holding company founded in 1995 by Mr. Tercio
Borlenghi Junior that operates in two business segments: response
and environment. Ambipar became a publicly-traded company in 2020
by listing on the Brazilian stock exchange (B3: AMBP3).
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, potential benefits of the transaction and expectations
related to the terms and timing of the Business Combination. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Ambipar Response’s and HPX’s management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Ambipar
Response and HPX. These forward-looking statements are subject to a
number of risks and uncertainties, including those factors
discussed in HPX’s final prospectus that forms a part of HPX’s
Registration Statement on Form S-1 (Reg No. 333-239486), filed with
the SEC pursuant to Rule 424(b)(4) on July 15, 2020 (the
“Prospectus”) under the heading “Risk Factors,” and other documents
of HPX filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither HPX nor Ambipar Response presently know or that HPX and
Ambipar Response currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect HPX’s and Ambipar Response’s expectations, plans or
forecasts of future events and views as of the date of this press
release. HPX and Ambipar Response anticipate that subsequent events
and developments may cause HPX’s or Ambipar Response’s assessments
to change. However, while HPX and Ambipar Response may elect to
update these forward-looking statements at some point in the
future, HPX and Ambipar Response specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing HPX’s or Ambipar Response’s assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information About the Proposed Business Combination
and Where to Find It
The proposed Business Combination will be submitted to the
shareholders of HPX for their consideration. HPX intends to
publicly file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
HPX’s shareholders in connection with HPX’s solicitation for
proxies for the vote by HPX’s shareholders in connection with the
proposed Business Combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in connection with the
completion of the proposed Business Combination. After the
Registration Statement has been filed and declared effective, HPX
will mail a definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on
the proposed Business Combination. HPX’s shareholders and other
interested persons are advised to read, once available, the
preliminary proxy statement / prospectus and any amendments thereto
and, once available, the definitive proxy statement / prospectus,
in connection with HPX’s solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed Business Combination, because these documents will
contain important information about HPX, Ambipar Response and the
proposed Business Combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed Business Combination and other documents filed with the
SEC by HPX, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to 1000 N. West Street, Suite
1200, Wilmington, Delaware 19801.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS
COMBINATION OR ANY SECURITIES OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
HPX, Ambipar Response and certain of their respective directors,
executive officers and other members of management, employees and
consultants may, under SEC rules, be deemed to be participants in
the solicitations of proxies from HPX’s shareholders in connection
with the proposed Business Combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of HPX’s shareholders in connection with the proposed
Business Combination will be set forth in HPX’s proxy statement /
prospectus when it is filed with the SEC. You can find more
information about HPX’s directors and executive officers in the
Prospectus. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the Registration Statement
when it becomes available. Shareholders, potential investors and
other interested persons should read the Registration Statement
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a “solicitation” (as
defined in Section 14 of the Securities Exchange Act of 1934, as
amended); it does it constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Investor Relations Contact
Ambipar Response: ri@ambipar.com
HPX Corp: ir@hpxcorp.com
Witt O’Brien’s: SFitzgerald@wittobriens.com
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