Andina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and ANDAU)
(“Andina”) and EMMAC Life Sciences Limited (“EMMAC”) jointly
provided an update regarding their continued progress towards
signing a business combination agreement, pursuant to which EMMAC
is anticipated to become a publicly traded company on the NASDAQ
Stock Market with EMMAC’s shareholders receiving equity in the
combined public company in exchange for their equity in EMMAC. 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.
Andina and EMMAC previously announced that they had
signed a non-binding letter of intent (the “LOI”) relating to a
business combination on July 22, 2020. The Companies anticipate
being able to announce progress towards the execution of a business
combination agreement in the near term. In the interim, EMMAC
continues to receive support from its shareholders, among them
leading institutional investors, allowing it to continue its
investment in its business and maintain its growth trajectory.
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 board
of directors and shareholders of each of Andina and EMMAC, as well
as other customary conditions.
Luke Weil, Executive Chairman of Andina, and Julio
A. Torres, CEO of Andina, said, “We remain confident that EMMAC is
an attractive investment opportunity and would be a tremendous
merger partner for Andina. We therefore look forward to providing
additional information regarding the status of the proposed
transaction soon. EMMAC continues to invest in its business to
cement its position in Europe, and the recent operational progress
of EMMAC gives us great confidence that it can deliver significant
value for shareholders in 2021.”
Lorne Abony, Executive Chairman of EMMAC, and
Antonio Costanzo, CEO of EMMAC, said, “We continue to pursue
opportunities within the European cannabis market and the third
quarter of 2020 was one of continued investment in the business and
growth for the Company, with the operational team achieving a
number of important milestones despite continued headwinds caused
by the COVID-19 pandemic and ongoing regulatory change. We are also
working hard to reach a definitive agreement with Andina, as their
team possesses significant experience assisting companies like ours
and will add significant value to us as a strategic partner.”
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. EMMAC is a trusted cannabis partner for the medical
and wellness communities and a 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 is anticipated to
launch white-label CBD products in the U.S.
Cowen and Craig-Hallum are serving as financial and
capital markets advisors 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.
Recent EMMAC
Business Developments
- On October 16, 2020, EMMAC announced
the commencement of UK manufacture of its range of premium medical
cannabis products. Rokshaw Laboratories (“Rokshaw”), EMMAC’s wholly
owned subsidiary and a leading UK MHRA-approved Specials
Manufacturer, received its first commercial shipment of medical
cannabis Active Pharmaceutical Ingredient (“API”) from Medalchemy
S.L., EMMAC’s subsidiary that operates its Good Manufacturing
Practice (“GMP”) certified manufacturing site in Alicante, Spain
(“Medalchemy”). Medalchemy will begin exporting medical cannabis
API to other countries in the coming months. We believe the
shipment also validates EMMAC’s business model, as it demonstrates
that the vertically integrated supply chain, from its cultivation
facilities in Portugal to its two EU-GMP processing facilities,
laboratories and importation and distribution capabilities in key
markets across Europe, yields high-quality product and the most
competitive price points. The integrated supply chain significantly
reduces the market price of medical cannabis for patients in the
UK, and notably brings costs below black-market prices for many
patients (who may be currently self-medicating).
- On August 18, 2020, EMMAC announced
that EMMAC SAGL, the Group’s pharmaceutical entity in Switzerland,
has secured its Good Distribution Practice (“GDP”) license for the
distribution of medicinal products. EMMAC now has the ability to
import, distribute and export medicinal products, including medical
cannabis, for the domestic Swiss, EU and international
markets.
- On July 28, 2020, EMMAC announced that
Medalchemy, the Group’s Good Manufacturing Practice (“GMP”)
certified manufacturing site in Alicante, Spain, has secured
approval from the Spanish Health Authorities (“AEMPS”) to cultivate
medical cannabis. Medalchemy now has fully integrated cannabis
supply facilities, with a license to grow medical cannabis
commercially as well as extract and manufacture cannabis extract as
an API. EMMAC now holds multiple medical cannabis licenses in four
countries across Europe.
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 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, as well as other
documents filed with the SEC, because these documents will contain
important information about Andina, EMMAC and the proposed business
combination transaction. The definitive proxy statement/prospectus
will be mailed to shareholders of Andina as of a record date to be
established for voting on the proposed transaction. Shareholders
may obtain copies of the proxy statement, 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”) in connection with its
special meeting of shareholders to be held on October 28, 2020 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 Andina’s initial public offering (the
“Extension”). Andina mailed the Extension Proxy Statement and other
relevant documents to its shareholders of record as of September
28, 2020 on or about October 9, 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 shareholders 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 October 8, 2020 and will also be
contained in the proxy statement relating to the proposed business
combination with EMMAC 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, uncertainties relating to
Andina’s shareholder approval of the Extension, Andina’s and
EMMAC’s 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
shareholders; 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’s 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 Andina has 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’s 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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