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. Announce Effectiveness of Registration Statement for Proposed Business Combination
Rye Brook, NY – November 30, 2020 - Schultze
Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW, and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever
Leaves”) announced today that the U.S. Securities and Exchange Commission (“SEC”) has declared effective the
registration statement on Form S-4 (as amended to the date hereof, the "Registration Statement"). The Registration Statement
includes a proxy statement/prospectus in connection with the special meeting of SAMA stockholders to consider the previously announced
business combination (the "Business Combination") with Clever Leaves pursuant to which a newly formed holding company,
Clever Leaves Holdings Inc. (“Holdco”), will acquire SAMA and Clever Leaves.
SAMA has mailed the definitive proxy statement/prospectus
relating to the special meeting of SAMA’s stockholders, which will be held on Thursday, December 17, 2020 at 11:00 a.m. Eastern
time.
The proxy statement/prospectus is being mailed
to SAMA’s stockholders of record as of the close of business on November 16, 2020 (the "Record Date"). Should the
Business Combination be approved by stockholders, SAMA and Clever Leaves anticipate closing the Business Combination on or about
December 18, 2020, subject to satisfaction or waiver of customary closing conditions.
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 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 cannabis companies recognized for its principles, people, and performance while fostering a healthier global community.
Additional Information and Where to Find It
The Registration Statement 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, as well as other documents filed with the SEC, because these documents contain important information about
the Business Combination. SAMA is mailing a definitive proxy statement and other relevant documents to its stockholders as of the
Record Date. 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 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 definitive proxy statement/prospectus contained in the Registration Statement. 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 definitive proxy statement/prospectus
contained in the Registration Statement.
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; the ability to meet Nasdaq’s listing standards in connection with or 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 Registration Statement, including the definitive 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
Schultze Special Purpose... (NASDAQ:SAMA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Schultze Special Purpose... (NASDAQ:SAMA)
Historical Stock Chart
From Apr 2023 to Apr 2024