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)
Clever Leaves Expands in Brazil Through Multi-Year
Supply Agreement with GreenCare
Clever Leaves Received an Initial USD $2M
Payment Upon Signing the USD $4M “take or pay” Agreement
New York, Nov. 23, 2020 –
Clever Leaves International Inc. (“Clever Leaves”), a leading multi-national operator and licensed producer
of pharmaceutical-grade cannabinoids, announced today that it has entered into a commercial agreement with GreenCare, a leading
pharmaceutical company in education and medicine, access, and distribution of products in the Brazilian cannabinoids market,
to license and distribute certain Clever Leaves’ white label finished cannabis-derived products. The products that will be
delivered to GreenCare will be manufactured in Clever Leaves’ EU-GMP certified facilities in Colombia.
The three-year agreement provides that GreenCare
will purchase at least USD $4M of product from Clever Leaves, and USD $2M was paid to Clever Leaves upon the execution of the contract.
This type of agreement is a significant milestone in Latin America for cannabinoid products, and it could serve as a guide for
additional supply partnerships that may be struck in the region, going forward. Under the agreement, Clever Leaves will provide
a territory-exclusive, patient-ready CBD-dominant product that will be exported to Brazil and registered in accordance with the
Brazilian health regulatory agency’s (ANVISA) regulations. The initial CBD-dominant product that will be shipped by
Clever Leaves will be commercialized and distributed by GreenCare to pharmacies and other authorized pharmaceutical channels in
the country. GreenCare has committed to perform clinical trials on the initial product, and the parties anticipate that the first
commercial shipment under the agreement will reach the Brazilian market by Q2 of 2021.
“This partnership with Clever Leaves
reinforces our commitment to offering solutions in the Brazilian market based on quality, safety and efficacy. It will allow us
to expand a portfolio of reliable and internationally recognized products, ensuring that our investments in education and built
relationships with the most respected doctors in the country are validated by the best available alternatives in cannabinoid treatment
in Brazil,” says Martim Prado Mattos, CEO of GreenCare.
"As the largest potential medical cannabis
market in Latin America, Brazil represents an incredible market opportunity for Clever Leaves’ licensed products. GreenCare
is an ideal partner for Clever Leaves to enter Brazil, as they offer the critical experience and knowledge of the commercial dynamics
in Brazil across the medical and pharmaceutical communities,” said Kyle Detwiler, CEO of Clever Leaves. “The execution
of this agreement provides Clever Leaves with near-term revenue visibility and is a display of confidence in the quality of our
operations and our ability to deliver.”
“This is a major milestone for Clever
Leaves, as we pursue new commercial partnerships and navigate an evolving global medical cannabis marketplace,” said Andrés
Fajardo, President of Clever Leaves. “Our premium cannabinoid products, EU GMP certified production practices, and pharmaceutical
stability data generated specifically for the Brazilian tropical conditions, coupled with GreenCare’s access to important
distribution channels and insight into doctors’ and patients’ needs, will set a new standard for accessibility, quality
and value for Brazil.”
Clever Leaves has received multiple international certifications
that have enabled it to increase its export and sales capacity from its Colombian operations, including the highly coveted European
Union Good Manufacturing Practices (EU GMP) Certification, a Good Manufacturing Practices (GMP) Certification by INVIMA, and Good
Agricultural and Collecting Practices (GACP) Certification. Also, in August 2020, Clever Leaves was granted a provisional license
in Portugal from Infarmed – the Portuguese health authority – that allows Clever Leaves to cultivate, import and export
dry flower for medicinal and research purposes.
Clever Leaves recently announced that it amended
its definitive agreement with Schultze Special Purpose Acquisition Corp. (Nasdaq: SAMA, SAMAW, and SAMAU) (“SAMA”),
pursuant to which a newly formed holding company, Clever Leaves Holdings Inc. (“Holdco”) will acquire SAMA and Clever
Leaves (the “Business Combination”). The transaction is expected to close in the fourth quarter of 2020, with Holdco
anticipated to become a Nasdaq-listed public company trading under the ticker symbol “CLVR".
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 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 GreenCare
Founded in 2018, GreenCare has the mission
to offer legal, safe and effective cannabinoid based products to the health and wellness segments of the Brazilian market.
With a strategy focused on continuous medical
education, scientific research and innovation, GreenCare offers high quality products, providing strong support to doctors, patients
and consumers. Holding thousands of face-to-face medical visits or virtual interactions every month, GreenCare has the highest
capabilities among health professionals from the most varied clinical specialities including neurology, rheumatology, psychiatry,
gynaecology, among others.
GreenCare
believes in the potential of medicinal cannabis and in the countless benefits of its derived products for patients and their families.
The company is continually expanding its portfolio of cannabis derived products to quickly meet the different needs of doctors,
patients and consumers looking for innovative solutions in medical treatment and wellness care.
One of
the leaders in sales and access in the Brazilian market, GreenCare has as its controlling shareholder, one of the most important
global funds of venture capital specialized in cannabis businesses, Greenfield Global Opportunities, which has investments in 16
companies, established in 6 different countries.
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.
Additional Information and Where to Find
It
In connection with the Business Combination,
Holdco has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange
Commission (“SEC”) which includes a prospectus with respect to Holdco’s securities to be issued in connection
with the Business Combination and a proxy statement with respect to SAMA’s stockholder meeting at which SAMA’s stockholders
will be asked to vote on the proposed Business Combination. SAMA, Clever Leaves and Holdco urge investors, stockholders and other
interested persons to read the Registration Statement, including the proxy statement/prospectus contained therein, as well as other
documents filed with the SEC, because these documents 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 the Registration Statement, including the proxy statement/prospectus included therein. 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.
Press contacts:
McKenna Miller
KCSA Strategic Communications
+1347-487-6197
mmiller@kcsa.com
Diana Sigüenza
Strategic Communications Director
+573102368830
Diana.siguenza@cleverleaves.com
Fábio Pimentel
GreenCare Strategic Communication
+5511938060617
fabio.pimentel@vitalagencia.com
Investor
inquiries:
Raphael
Gross
ICR
+1203-682-8253
raphael.gross@icrinc.com
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