-With More than 1.9 Million Square Feet of
Greenhouses, Clever Leaves is One of the Largest Cannabis
Cultivation and Extraction Companies in the World-
Schultze Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW,
and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever
Leaves” or the “Company”) have jointly announced today that they
entered into a non-binding letter of intent (the “LOI”) pursuant to
which SAMA and Clever Leaves would enter into a business
combination, with the combined company becoming a publicly-traded
company on NASDAQ. The parties intend to execute a definitive
agreement in June with a closing expected in the third quarter of
2020. No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the
proposed transaction will be consummated on the terms or timeframe
currently contemplated, or at all. Any transaction would be subject
to the approval of the two companies’ boards, regulatory and
shareholder approvals, as well as other customary conditions.
Under the terms of the LOI, SAMA and Clever Leaves intend to
enter into a definitive agreement pursuant to which SAMA and Clever
Leaves would combine, with Clever Leaves’ shareholders owning a
majority of the equity in the combined public company which will be
listed on NASDAQ. SAMA’s cash balances, currently in excess of $130
million, would be used primarily to fund the combined company’s
near-term operating expenses, capital expenditures, working
capital, and potential M&A opportunities.
With operations and facilities in Colombia, Portugal, the United
States, Canada and Germany, Clever Leaves is a vertically
integrated, multi-national cannabis operator. The Company has
successfully developed a low-cost, pharmaceutical-grade cannabis
cultivation and extraction platform, operating under Colombian Good
Manufacturing Practices (GMP) for cannabis production.1 Clever
Leaves is also in the process to become one of the few -and the
only one in LATAM - cannabis companies to be granted a European
Union Good Manufacturing Practice (“EU GMP”) certification for
extracts, subject to successful completion of the process. The
Company currently cultivates in over 1.9 million square feet of
greenhouses, making it one of the largest cannabis cultivation and
extraction companies globally, while operating at a fraction of the
industry’s average production costs. Clever Leaves employs a staff
of approximately 500 globally and has raised approximately $120
million to date, including substantial debt and equity investments
from leading institutional investors with a demonstrated track
record in the cannabis sector.
Clever Leaves has a burgeoning global distribution network,
including whole or partial ownership of two medical cannabis
distribution companies in Germany as well as a branded
nutraceutical producer and distributor in the US, currently
distributing non-cannabis products. The Company’s significant
investments are anticipated to drive sales growth in rapidly
expanding cannabis markets within Europe, Australia, the Middle
East, and South America. Clever Leaves also recently secured a
regional supply agreement with Canopy Growth, which reaffirms
Clever Leaves’ position as a leading cannabis supplier in Latin
America. Details of Clever Leaves’ financial profile will be
disclosed upon the announcement of a definitive agreement, if
executed.
George J. Schultze, Chairman and CEO of SAMA, said, “We are
confident Clever Leaves represents a tremendous partner for SAMA
and an attractive public market story through its thoughtfully
constructed, vertically integrated international platform and
outstanding management team. Clever Leaves has earned its
industry-leading market position through its high-quality genetics
capability and highly scalable cultivation, and extraction
capacity. Moreover, the leveragability of its pre-existing
distribution infrastructure, unique GMP certification, and
disruptive low-cost model bring us great enthusiasm about its
future prospects. We have enjoyed working with Clever Leaves’
outstanding management team to announce this transaction, and we
look forward to achieving success together for the combined
company’s shareholders.”
Kyle Detwiler, CEO of Clever Leaves, added, “The SAMA team
possesses significant experience assisting companies similar to
Clever Leaves and will be highly additive as we work to advance our
commercialization efforts, further develop and broaden our brand
portfolio, and expand our operations and distribution channels. As
a result of our low-cost, pharmaceutical-grade cannabis cultivation
platform and effective distribution network, Clever Leaves is
favorably positioned to experience aggressive growth in the rapidly
expanding global medicinal cannabis industry. Strengthening our
balance sheet and listing on NASDAQ would be important achievements
for our company as we are eager to accelerate the commercialization
of our high-quality products and to expand our distribution into
markets around the world.”
Canaccord Genuity and EarlyBirdCapital are serving as financial
and capital markets advisors to SAMA with Greenberg Traurig, LLP,
Stikeman Elliott and Posse Herrera Ruiz serving as legal
advisors.
About Schultze Special Purpose Acquisition Corp. Schultze
Special Purpose Acquisition Corp. is a blank check company formed
for the purpose of entering into a merger, stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. SAMA’s sponsor is an affiliate of Schultze Asset
Management, LP, an alternative investment management firm founded
in 1998 that focuses on distressed, special situation and
event-driven securities and has invested over $3.2 billion since
inception with a notable track-record through its active investment
strategy. SAMA itself is backed by an experienced team of operators
and investors with a successful track-record of creating material
value in public and private companies.
About Clever Leaves International Inc. Clever Leaves is a
multi-national cannabis company with a mission to operate in
compliance with federal and state laws and with an emphasis on
ecologically sustainable, large-scale cultivation and
pharmaceutical-grade processing as the cornerstones of its global
cannabis business. With operations and investments in the United
States, Canada, Colombia, Germany and Portugal, Clever Leaves helps
the partners in its ecosystem grow rapidly and contribute value to
the global community. Its mission is to be one of the industry’s
leading global cannabis companies recognized for its principles,
people, and performance while fostering a healthier global
community.
Additional Information and Where to Find It If a
definitive agreement is entered into and in connection with the
proposed transactions described herein, SAMA and Clever Leaves will
prepare a proxy statement/prospectus for SAMA’s stockholders to be
filed with the Securities and Exchange Commission (the “SEC”). The
proxy statement/prospectus will be mailed to SAMA’s stockholders.
SAMA and Clever Leaves urge investors, stockholders and other
interested persons to read, when available, the proxy
statement/prospectus, as well as other documents filed with the
SEC, because these documents will contain important information
about the proposed business combination transaction. Such persons
can also read SAMA’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, for a description of the security holdings
of its officers and directors and their respective interests as
security holders in the consummation of the transactions described
herein. SAMA’s definitive proxy statement/prospectus will be mailed
to stockholders of SAMA as of a record date to be established for
voting on the transactions described in this report. SAMA’
stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: Schultze Special Purpose
Acquisition Corp, 800 Westchester Avenue, Suite 632, Rye, New York
10573; e-mail: sdu@samco.net. These documents, once available, can
also be obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
Participants in Solicitation SAMA, Clever Leaves and
their respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of SAMA stockholders
in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of SAMA’s directors in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed with the SEC on March 10, 2020. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to SAMA’s stockholders
in connection with the proposed business combination will be set
forth in the proxy statement/prospectus for the proposed business
combination when available. Information concerning the interests of
SAMA’s and Clever Leaves’ participants in the solicitation, which
may, in some cases, be different than those of SAMA’s and Clever
Leaves’ equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination
when it becomes available.
Non-Solicitation This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of SAMA or Clever Leaves, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward Looking Statements This press release includes
forward-looking statements that involve risks and uncertainties.
Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without
limitation, SAMA’s and Clever Leaves’ inability to enter into a
definitive agreement with respect to the proposed business
combination transaction or to complete the transactions
contemplated by the non-binding letter of intent; the terms of, and
the timing of entry into the proposed business combination; matters
discovered by the parties as they complete their respective due
diligence investigation of the other; the inability to recognize
the anticipated benefits of the proposed business combination,
which may be affected by, among other things, the amount of cash
available following any redemptions by SAMA stockholders; the
ability to meet NASDAQ's listing standards following the
consummation of the transactions contemplated by the proposed
business combination; costs related to the proposed business
combination; expectations with respect to future operating and
financial performance and growth, including when Clever Leaves will
become cash flow positive; the timing of the completion of the
proposed business combination; Clever Leaves’ ability to execute
its business plans and strategy and to receive regulatory
approvals; potential litigation involving the parties; global
economic conditions; geopolitical events, natural disasters, acts
of God and pandemics, including, but not limited to, the economic
and operational disruptions and other effects of COVID-19;
regulatory requirement and changes thereto; access to additional
financing; and other risks and uncertainties indicated from time to
time in filings with the SEC. Other factors include the possibility
that the proposed transaction does not close, including due to the
failure to receive required security holder approvals, or the
failure of other closing conditions. The foregoing list of factors
is not exclusive. Additional information concerning certain of
these and other risk factors is contained in SAMA’s most recent
filings with the SEC and will be contained in the proxy
statement/prospectus expected to be filed in connection with the
proposed transactions described above. All subsequent written and
oral forward-looking statements concerning SAMA or Clever Leaves,
the transactions described herein or other matters and attributable
to SAMA, Clever Leaves or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of SAMA and Clever Leaves expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in SAMA’s and Clever Leaves’ expectations with respect thereto or
any change in events, conditions or circumstances on which any
statement is based.
1 Clever Leaves received its GMP certification in September 2019
from the Instituto Nacional de Vigilancia de Medicamentos y
Alimentos (INVIMA), Colombia’s food and drug regulator.
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version on businesswire.com: https://www.businesswire.com/news/home/20200601005427/en/
Schultze Special Purpose Acquisition Corp. (914) 701-5260*
George J. Schultze: schultze@samco.net Gary M. Julien:
gjulien@samco.net Investor Relations, raphael.gross@icrinc.com,
(203) 682-8253*
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