Andina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and ANDAU)
(“Andina”) and EMMAC Life Sciences Limited (“EMMAC”) jointly
announced today that they have signed a non-binding letter of
intent (the “LOI”) relating to a business combination, pursuant to
which EMMAC would become a publicly traded company on the NASDAQ
Stock Market with EMMAC’s shareholders rolling over all of their
equity in EMMAC into the combined public company. As consideration
for the transaction, it is anticipated that the current EMMAC
shareholders would collectively own a majority of the equity of the
combined public company.
EMMAC is Europe’s largest independent cannabis
company, bringing together cutting-edge scientific research with
the latest innovations in medical cannabis cultivation, extraction
and production. The company is a trusted cannabis partner for the
medical and wellness communities and leader in the production and
supply of medical cannabis, wellness CBD, hemp, and other
derivative products with large scale, low-cost, cultivation, EU-GMP
manufacturing and processing, import / distribution network across
all critical European markets. EMMAC has established pharmaceutical
and medical cannabis manufacturing credibility and a
direct-to-patient pharmacy license, multiple take-or-pay contracts
for wholesale cannabis, and a strong portfolio of wellness brands
and wellness products. EMMAC is also the first European cannabis
company to sell and export product to Israel and will be launching
white-label CBD products in the US.
EMMAC has an extensive research platform
spanning genetics, technology, and medical/clinical programs with
Imperial College London and other leading European research
centers. EMMAC’s wealth of experience, combined with a network of
supply and distribution partnerships throughout Europe, mean that
it is uniquely positioned to meet the rapidly growing demands of
the market, led by regulatory change and the increasing demand for
access to premium quality cannabis product.
Additional information on EMMAC can be found in
an investor presentation that has been furnished by Andina to the
SEC as an exhibit to a Current Report on Form 8-K, which can also
be found on Andina’s website at http://www.andinaacquisition.com/
or on EMMAC’s website at https://www.emmac.com/
As contemplated by the LOI, EMMAC’s executive
team, led by Chairman Lorne Abony, CEO Antonio Costanzo, CFO Thomas
Ellen, and COO Tom Rooke, would continue leading the combined
company. These executives and their management team have extensive
experience operating in highly regulated industries across key
sectors. In total, EMMAC has approximately 130 employees, including
17 Ph.D’s.
Completion of the business combination is
subject to, among other matters, the completion of due diligence,
the negotiation and execution of a definitive agreement for the
business combination, satisfaction of the conditions negotiated
therein and approval of the transaction by Andina stockholders.
Accordingly, there can be no assurance that a definitive agreement
will be entered into or 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 and shareholder approvals, as well as other
customary conditions.
Luke Weil, Chairman of Andina, and Julio A.
Torres, CEO of Andina, said, “As the largest independent European
cannabis company, we believe that EMMAC is an extremely attractive
investment opportunity and would be a tremendous merger partner for
Andina. Given Europe’s large population, addressable market with
strong pricing, and meaningful barriers to entry, EMMAC’s
vertically-integrated pan European footprint ideally position the
company to realize significant opportunities in both medical
cannabis and CBD wellness. By 2023, these markets are estimated to
reach $8 billion and $5 billion, respectively, according to
industry research (1). We are looking forward to partnering with
EMMAC’s world-class team and supporting them as they continue their
expansion and enter this new phase as a public company.”
Lorne Abony, Executive Chairman of EMMAC, and
Antonio Costanzo, CEO of EMMAC, said, “The Andina team possesses
significant experience assisting companies like ours and will add
significant value to us as a strategic partner. As a
fully-integrated company with strength across the value chain, we
are proud of what EMMAC has already accomplished in maximizing
value from upstream and downstream assets, while controlling
quality, supply, distribution and marketing in each region. Our
executive team is eager to begin work with Andina as we continue to
aggressively pursue opportunities within the European cannabis
market.”
Cowen is serving as financial and capital
markets advisor to Andina and Ellenoff Grossman & Schole LLP is
serving as legal advisor to Andina. Stifel is serving as financial
advisor to EMMAC. Winston & Strawn LLP is serving as legal
advisor to EMMAC.
1) Brightfield Group – European CBD and Cannabis
Market 2019 Report & Canaccord (2018) + Cowen Data for U.S. CBD
Market Applied to Europe (2023)
About Andina Acquisition Corp.
IIIAndina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and
ANDAU) is a blank check company for the purpose of entering into a
merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination
with one or more businesses or entities. For information about
Andina, please visit http://www.andinaacquisition.com/
About EMMAC Life Sciences
LimitedEMMAC Life Sciences Limited is Europe’s largest
independent cannabis company, bringing together pioneering science
and research with cutting-edge cultivation, extraction and
production. With a unique supply and distribution network
throughout Europe, EMMAC’s vision is to bring the life-enhancing
potential of cannabis to the people who need it. For more
information about EMMAC, please visit https://www.emmac.com/
Additional Information and Where to Find
ItIf a definitive agreement is entered into and in
connection with the proposed transactions described herein, a full
description of the terms of the transaction will be provided in a
proxy statement/prospectus for Andina’s stockholders to be filed
with the U.S. Securities and Exchange Commission (the “SEC”).
Andina urges investors, stockholders and other interested persons
to read, when available, the preliminary proxy
statement/prospectus, as well as other documents filed with the
SEC, because these documents will contain important information
about the Company, EMMAC and the proposed business combination
transaction. The definitive proxy statement/prospectus will
be mailed to stockholders of Andina as of a record date to be
established for voting on the proposed transaction. Shareholders
may obtain copies of the proxy statement/prospectus, when
available, without charge, at the SEC’s website at www.sec.gov or
by directing a request to: Andina Acquisition Corp. III, Calle 113
#7-45 Torre B, Oficinia 1012, Bogota, Colombia.
In addition, Andina has filed a definitive proxy
statement (the “Extension Proxy Statement”) to be use at its
special meeting of shareholders to approve an extension of time in
which Andina must complete its initial business combination or
liquidate the trust account that holds the proceeds of the
Company’s initial public offering (the “Extension”). Andina
mailed the Extension Proxy Statement and other relevant documents
to its shareholders of record as of July 1, 2020 in connection with
the Extension. Investors and security holders of Andina are
advised to read the Extension Proxy Statement because this document
contains important information about the Extension.
Shareholders are able to obtain copies of the Extension Proxy
Statement, without charge, at the SEC’s website at www.sec.gov or
by directing a request to: Andina Acquisition Corp. III, Calle 113
#7-45 Torre B, Oficinia 1012, Bogota, Colombia.
Participants in
SolicitationAndina and its directors, executive officers
and other members of their management and employees may be deemed
to be participants in the solicitation of proxies of Andina
stockholders in connection with the Extension and the potential
transaction described herein under the rules of the SEC. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of Andina’s directors in the
Extension Proxy Statement, which was filed with the SEC on July 6,
2020 and will also be contained in the proxy statement/prospectus
relating to the proposed transaction when it is filed with the
SEC. These documents may be obtained free of charge from the
sources indicated above.
Non-SolicitationThis 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 Andina, 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 StatementsThis
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, Andina’s and EMMAC’
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;
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 Andina
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 EMMAC will
become cash flow positive; the timing of the completion of the
proposed business combination; EMMAC’ ability to execute its
business plans and strategy and to receive regulatory approvals;
and other risks and uncertainties indicated from time to time in
filings with the SEC, including Andina’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 under the heading “Risk
Factors” and other documents of Andina filed, or to be filed, with
the SEC. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Andina 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 Andina’s and
EMMAC’ expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
For Andina Acquisition Corp.
IIIICRInvestor Relations
Contact:Raphael Gross, (203)
682-8253raphael.gross@icrinc.com
Media Relations Contacts:Cory
Ziskind, (646) 277-1232cory.ziskind@icrinc.com
Keil Decker, (646)
677-1854keil.decker@icrinc.com
For EMMAC Life Sciences
LimitedBuchananMedia Enquiries:Henry Harrison-Topham /
Jamie Hooper / Ariadna PeretzTel: +44 (0) 20 7466
5000emmac@buchanan.uk.com
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