Filed by Clever Leaves Holdings Inc.
Pursuant to
Rule 425 under the Securities Act of 1933, and
deemed filed
pursuant to Rule 14a-12 under the
Securities
Exchange Act of 1934
Subject Companies:
Clever Leaves
International Inc.
Schultze Special
Purpose Acquisition Corp.
(Commission
File No. 001-38760)
Schultze Special Purpose Acquisition Corp.
and Clever Leaves International Inc. to Participate in SPACInsider Webinar on November 16 at 1:00 p.m. ET
Former U.S. Senate Majority Leader, Tom Daschle
Will Also Discuss Cannabis Regulation and Legislation
Rye Brook, NY – November 12, 2020 - Schultze
Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW, and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever
Leaves”) today announced that the two companies will participate in a webinar hosted by SPACInsider on November 16, 2020
at 1:00 p.m. ET. Principals of Clever Leaves and SAMA will discuss recent updates to their pending transaction as highlighted below.
Clever Leaves Special Advisor and Former Senate Majority Leader, Tom Daschle, will also be participating in the webinar to discuss
the potential changing U.S. regulatory landscape. Gavin O’Reilly, who heads Cowen and Company’s cannabis investment
banking practice, will help moderate the discussion.
The webinar for this event can be
accessed at: https://zoom.us/webinar/register/9716002138660/WN_tAJgR_sJSPaCnmZLHrmWTA
Participants in the webinar will include:
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Kyle Detwiler: CEO, Clever Leaves
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Andres Fajardo: President, Clever Leaves
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Senator Tom Daschle: Clever Leaves Special
Advisor, Former U.S. Senate Majority Leader
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George Schultze: Chairman and CEO, Schultze
Special Purpose Acquisition Corp.
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Gary Julien: EVP and Director, Schultze
Special Purpose Acquisition Corp.
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Gavin O'Reilly: Managing Director, Cowen
and Company
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On November 9, 2020 the two companies announced
that they amended their definitive agreement (the “Business Combination Agreement”), which was entered into on July
25, 2020, pursuant to which a newly formed holding company, Clever Leaves Holdings Inc. (“Holdco”), will acquire SAMA
and Clever Leaves (the “Business Combination”) and is anticipated to become a NASDAQ-listed public company trading
under the ticker symbol “CLVR”.
Under the amended terms, the initial expected
enterprise value has been reduced to $206 million from $255 million and the minimum cash condition for SAMA has been reduced to
$26 million from $60 million. Additionally, the cash consideration payable to certain Clever Leaves’ shareholders at closing
has been amended, thereby increasing the equity rollover consideration of the transaction to approximately 97% while Schultze Special
Purpose Acquisition Sponsor, LLC agreed to restructure its’ equity ownership to better align with the capital retained at
closing. In connection with these revised terms, institutional investors have committed over $10 million through a private placement
to be funded at closing of the Business Combination. Additionally, select SAMA stockholders have agreed not to redeem their shares
held thereby providing a path to over $16 million of additional committed capital[1]
and thus having adequate capital to consummate the transaction. When including SAMA’s cash in trust, the parties expect to
have over $80 million of cash on its balance sheet following closing.
The amendments to the Business Combination
Agreement have been unanimously approved by the Boards of Directors of both SAMA and Clever Leaves and the transaction remains
on track to close in the fourth quarter of 2020, subject to the Registration Statement being declared effective by the SEC, in
addition to other regulatory and shareholder approvals, as well as customary closing conditions.
1 Requires SAMA common stock to
trade at greater than $10.30 based on the volume weighted average stock price for the five trading days immediately prior to the
redemption date in connection with the closing of the business combination.
Canaccord Genuity and EarlyBirdCapital are
serving as financial advisors to SAMA, with Greenberg Traurig, LLP, Stikeman Elliott and Posse Herrera Ruiz serving as legal advisors.
Cowen is serving as financial advisor to Clever Leaves, with Freshfields Bruckhaus Deringer US LLP, Dentons Canada LLP, and Brigard
& Urrutia Abogados SAS serving as legal advisors.
About Schultze Special Purpose Acquisition
Corp.
Schultze Special Purpose Acquisition Corp.
(NASDAQ: SAMA, SAMAW, and SAMAU) 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
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 cannabinoid business. With operations and investments
in Canada, Colombia, Germany, Portugal, and the United States, Clever Leaves has created an effective distribution network and
global footprint, with a foundation built upon capital efficiency and rapid growth. Clever Leaves aims to be one of the industry's
leading global cannabinoid companies recognized for its principles, people, and performance while fostering a healthier global
community.
About SPACInsider
SPACInsider is a trusted intelligence and analysis
provider specializing in the Special Purpose Acquisition Corporation (SPAC) asset class. SPACInsider’s mission is to be the
best-in-class source for SPAC information benefiting investors, SPAC teams, bankers and service providers. The company provides
comprehensive data covering the SPAC transaction universe, along with detailed analysis and coverage of IPO and acquisition events.
SPACInsider is led by Kristi Marvin, a career investment banker with over 15 years of experience in the capital markets, who began
working on SPACs in 2005.
Additional Information and Where to Find
It
SAMA, Clever Leaves and Holdco urge investors,
stockholders and other interested persons to read the Registration Statement, including the proxy statement/prospectus, as well
as other documents filed with the SEC, because these documents will contain important information about the Business Combination.
Following the Registration Statement having been declared effective by the SEC, a definitive proxy statement/prospectus will be
mailed to stockholders of SAMA as of a record date to be established for voting on the Business Combination. SAMA’s 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 Brook, 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, Holdco 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 Business Combination. 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 Business Combination is set forth in the preliminary proxy statement/prospectus contained in the Registration Statement, and
will also be included in the definitive proxy statement/prospectus for the 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, is also set forth in the proxy statement/prospectus
contained in the Registration Statement, and will also be included in the definitive proxy statement/prospectus for the Business
Combination when available.
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 and may
be identified by the words "estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," "may," "will," "should,"
"future," "propose" and variations of these words or similar expressions (or the negative versions of such
words or expressions). Such forward-looking statements are subject to risks and uncertainties, which could cause actual results
to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, SAMA's and
Clever Leaves' inability to complete the transactions contemplated by the 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 Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions
by SAMA stockholders and the ability to close the private placement with certain institutional investors; the ability to meet NASDAQ's
listing standards following the consummation of the Business Combination; costs related to the Business Combination; expectations
with respect to future operating and financial performance and growth, including when Clever Leaves or Holdco will become cash
flow positive; the timing of the completion of the 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 requirements 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 to satisfy 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 is contained in the Form S-4, including the proxy statement/prospectus. All subsequent
written and oral forward-looking statements concerning SAMA, Clever Leaves or Holdco, the transactions described herein or other
matters and attributable to SAMA, Clever Leaves, Holdco 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, Clever Leaves and Holdco 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 their expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Schultze Special Purpose Acquisition Corp.
George J. Schultze: schultze@samco.net
Gary M. Julien: gjulien@samco.net
(914) 701-5260
Investor Relations
Raphael Gross
ICR
raphael.gross@icrinc.com
(203) 682-8253
Media Relations
KCSA Strategic Communications
McKenna Miller
mmiller@kcsa.com
(347) 487-6197
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