Stryve Foods LLC (“Stryve” or “the Company”), an emerging healthy
snack platform disrupting traditional snacking categories, and
Andina Acquisition Corp. III (NASDAQ: “ANDA”) (“Andina”), a
publicly-traded special purpose acquisition company, announced
today a definitive agreement for a business combination that would
result in Stryve becoming a public company. Upon closing of
the transaction, the combined company will be renamed Stryve Foods,
Inc. and is expected to remain listed on the NASDAQ under the
ticker SNAX.
In connection with the business combination
announcement, the companies executed definitive agreements with
institutional investors for an oversubscribed common stock PIPE of
$42.5 million at $10.00 per share. Stryve simultaneously has
secured a $10.6 million bridge note offering with accredited and
institutional investors with funds being made available immediately
for general working capital purposes. The bridge note offering will
convert into common stock immediately prior to the business
combination closing.
Stryve Foods is on a mission to help Americans
snack better and live happier, more fulfilling lives by giving
Americans new snacking options that are high in protein, low in
sugar with no artificial ingredients. Co-CEO and Chief Marketing
Officer, Jaxie Alt, stated, “Eating healthier is a long-term
consumer trend in America that is here to stay – yet most of the
snacks in America are highly processed foods with little true
nutritional value. Our Stryve products are a revolution in snacking
that Americans are looking for…snacks that are high protein, no to
low sugar, with nothing artificial AND they taste amazing.”
Stryve is currently disrupting the meat snack
category through its air-dried meat products including biltong,
which originated in South Africa, and carne seca, which originated
in Latin America. The process of air-drying meat vs. cooking, as is
done with beef jerky, yields a product that has 40-50% more protein
per serving than beef jerky. Unlike beef jerky, Stryve’s all
natural meat snack products are made with 100% beef, are never
cooked and contain no sugar, monosodium glutamate (MSG), gluten,
nitrates, nitrites or preservatives and are Keto and Paelo diet
friendly. Based on protein density and sugar content,
Stryve’s portfolio of snack products are one of the healthiest meat
snacks available today.
Stryve sells several brands of air-dried meat
including Stryve and Kalahari, which it acquired in mid-December of
2020. The Company is bringing new users to the meat snack category,
including Healthy Snack Seekers, Women and Hispanic Consumers.
According to an MRI-Simmons 2018 Consumer Segmentation, of the 183
million healthy snack seekers in the US, only 25% purchased a meat
snack during the year.
Stryve Investment
Highlights:
- Emerging healthy snacking platform. Stryve is aligned with a
consumer shift in snacking toward better-for-you products as it
focuses on manufacturing and marketing highly differentiated
healthy snacks that disrupt traditional snacking categories.
- Attractive financial profile with strong growth potential for
gross revenue, gross margin, and adjusted EBITDA.
- Unique manufacturing capabilities. According to Stryve Chairman
and Co-Founder Ted Casey, Stryve’s manufacturing facility is the
largest USDA approved air-dried meat manufacturing facility in
America and USDA approval requirements create a high barrier to
entry. The Company’s current infrastructure can support a $200+
million revenue business with limited additional capital
expenditures.
- Large and growing distribution footprint. Stryve currently
utilizes 10+ unique sale channels and 70,000+ total points of
distribution across a strong retail footprint. Stryve intends to
increase penetration in existing channels while expanding SKUs on
shelf.
- Seasoned management team with 50 years of combined CPG
experience. Collectively, the Company’s leadership has deep
experience in growing profitable businesses across many segments
leading to attractive returns for investors in those
businesses.
- Attractive valuation. Based on 2021 and 2022 projections, the
parties believe the business combination is attractively
valued.
Joe Oblas, Co-CEO and Co-Founder of Stryve,
stated, “We firmly believe that Stryve is well-positioned to
capitalize on favorable better snacking trends as well as the
considerable whitespace for health-driven innovation in what
remains a large, fragmented category with underdeveloped channels.
Our intention is to accelerate Stryve’s growth trajectory by
capitalizing on the strengths of our existing business, while
staying true to our mission of helping Americans snack better and
live happier, more fulfilling lives by disrupting traditional
snacking categories. We are excited to be partnering with Andina as
we transition into the public markets and are committed to
enhancing value for all of our stakeholders.”
Luke Weil, Chairman of Andina, and Julio A.
Torres, CEO of Andina, stated, “Stryve is a unique and compelling
investment opportunity that is changing the way Americans snack and
we look forward to joining with them on their mission. They have
developed a unique product in beef biltong that appeals to healthy
snack seekers, many of whom are new to the vastly underpenetrated
meat snack category. Further, they have the experience and know how
to disrupt other traditional snacking categories as well. With a
leadership team that has proven themselves in operating and scaling
profitable businesses along with significant tailwinds for
functional and nutritious snacking, we believe Stryve is poised for
rapid growth and value creation.”
Channing Tatum, actor, producer and Stryve
investor, added, “People are searching for healthier, better
tasting options for the way they snack, and Stryve raises the bar
on both fronts. I’m thrilled to be an investor and to support
their mission to help America snack better, and on a personal note
I love their products, which I enjoy when I’m training, camping, or
just hanging at home.”
Another Stryve investor, rookie phenom Los
Angeles Quarterback Justin Herbert, states, “Stryve is the kind of
healthy, high-protein snack that I look for to fuel my pre- and
post- workout. I’m excited I’ve joined forces with a brand that
creates a product that’s not only good for you, but delicious,
too.”
Transaction OverviewThe
transaction will be funded by a combination of Andina’s cash held
in its trust account (after redemptions by its public stockholders
in connection with the closing), a full equity roll-over from
existing Stryve ownership, and proceeds from a private placement of
$42.5 million of common stock at $10.00 per share that will close
concurrently with the business combination. In connection with the
business combination, Stryve raised $10.6 million through the sale
of unsecured convertible bridge notes that will be funded
immediately and will convert into equity of the combined company at
the closing of the business combination.
The transaction implies a post-money enterprise
valuation for the combined company of approximately $170 million at
closing, or 3.7x/1.8x projected 2021/2022 estimated revenue. It is
anticipated that the combined company will have $58 million of net
cash proceeds.
In the business combination, Andina will
re-domesticate from the Cayman Islands and become a Delaware
corporation and change its name to “Stryve Foods, Inc.”, and
acquire Stryve’s business in an “Up-C structure” based on a
pre-money enterprise value of Stryve of $130 million.
The board of directors of Andina and Stryve’s
board of managers have approved the transaction. The
transaction will require the approval of the stockholders of
Andina, and is subject to other customary closing conditions. The
transaction is expected to close in the second quarter of 2021.
The combined company will continue to be led by
Joe Oblas, Co-Founder & Co-CEO, Jaxie Alt, Co-CEO & Chief
Marketing Officer and their executive leadership team including
Alex Hawkins, Chief Operating Officer, and Bruce Boettner, Chief
Sales Officer.
- Prior to co-founding Stryve, Mr. Oblas founded and successfully
exited ProSupps, one of the fastest growing sports nutrition
brands. He also co-founded Juice Stop, which grew to 150 stores in
22 states prior to exiting the business.
- Prior to joining Stryve, Ms. Alt spent 17+ years at Dr Pepper
Snapple Group where she served as Co-Chief Marketing Officer,
managing $10+ billion in retail sales and $300+ million in
marketing spend.
- Prior to joining Stryve, Mr. Hawkins was an operationally
focused Principal investor at Rosewood Private Investments. He is a
CFA Charterholder and previously spent time in asset management and
process consulting.
- Prior to joining Stryve, Mr. Boettner served as Vice President
of Sales at Humm Kombucha and previously spent 14+ years at Kashi,
where he served as sales lead and scaled revenue to over $400
million.
AdvisorsCowen is serving as
financial advisor to Andina. Cowen and Craig-Hallum Capital Group
are acting as co-capital markets advisors to Andina. Craig-Hallum
is serving as sole placement agent in connection with the private
placement and bridge offerings. Ellenoff Grossman & Schole LLP
is serving as legal advisor to Andina. Foley & Lardner LLP is
serving as legal advisor to Stryve.
Investor Webcast
InformationAndina and Stryve will host a joint webcast to
discuss the proposed transaction today at 8:30 a.m. ET.
Interested parties may listen to the webcast and
view the investor presentation with more detailed information
regarding the proposed transaction at www.stryve.com under
“Investors” or at www.andinaacquisition.com under “Investor
Relations”.
About Stryve Foods LLCStryve
Foods is an emerging healthy snacking platform with a mission to
help Americans snack better and live happier, better lives. The
Company is focused on manufacturing and marketing highly
differentiated healthy snacks that disrupt traditional snacking
categories.
Stryve is currently building a tribe of early
adopters consisting of healthy snack seekers, many of whom are new
to the meat snack category. Stryve Beef Biltong is a delicious,
good-for-you snack made from 100% American beef – high in protein
with 0g sugar and made from nothing artificial. Founded by fitness
and nutrition enthusiasts, Stryve Biltong is on a mission to help
America snack better. Biltong is a process for air-drying meat that
originated centuries ago in South Africa and actually boasts more
protein in every bite than traditional jerky. It is made simply
–with beef, vinegar and spices – and served in slices, sticks or
slabs. Stryve Beef Biltong comes in a variety of delicious flavors,
including Original, Cajun, Hickory, Mesquite BBQ, Teriyaki, Zesty
Garlic, Hatch Green Chile, and Spicy Peri. Stryve is available on
https://stryve.com/, Amazon and over 17,000 retail stores across
the U.S. and Canada.
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/
Forward Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “anticipate”, “believe”, “expect”, “estimate”,
“plan”, “outlook”, and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, actual results may differ materially from
Andina’s or Stryve’s expectations or projections. The following
factors, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement for the business combination between Andina
and Stryve (the “Business Combination Agreement”); (ii) the ability
of the combined company to meet Nasdaq listing standards following
the transaction and in connection with the consummation thereof;
(iii) the inability to complete the transactions contemplated by
the Business Combination Agreement due to the failure to obtain
approval of the stockholders of Andina or other reasons; (iv) the
failure to meet the minimum cash requirements of the Business
Combination Agreement due to Andina stockholder redemptions and one
or more defaults by the investors in the private placement, and
failing to obtain replacement financing; (v) costs related to the
proposed transaction; (vi) changes in applicable laws or
regulations; (viii) the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to pursue a growth
strategy and manage growth profitability; (vii) the possibility
that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (viii) the effect
of the COVID-19 pandemic on Andina and Stryve and their ability to
consummate the transaction; and (ix) other risks and uncertainties
described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public
filings with the Securities and Exchange Commission (the
“SEC”) by Andina.
Additional information concerning these and
other factors that may impact Andina’s expectations and projections
can be found in Andina’s periodic filings with the SEC, including
its Annual Report on Form 10-K for the fiscal year ended December
31, 2019, the definitive proxy statement filed by Andina with the
SEC on January 4, 2021 wherein Andina sought and obtained
stockholder approval to extend the date by which Andina has to
consummate its initial business combination to April 30, 2021
(which has since been extended to July 31, 2021 as a result of
Andina signing the Business Combination Agreement) (the
“Extension Proxy”), and in the preliminary and
definitive proxy statements to be filed by Andina with the SEC
regarding the transaction when available. Andina’s SEC
filings are available publicly on the SEC's website at
www.sec.gov.
The foregoing list of factors is not
exclusive. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Neither Andina nor Stryve undertakes or accepts
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law.
No Offer or Solicitation
This press release is for informational purposes
only and shall not constitute an offer to sell or the solicitation
of an offer to buy any securities pursuant to the proposed
transactions or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such 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.
No Assurances
There can be no assurance that the transactions
described herein will be completed, nor can there be any assurance,
if such transactions are completed, that the potential benefits of
combining the companies will be realized. The description of
the transactions contained herein is only a summary and is
qualified in its entirety by reference to the definitive agreements
relating to the transactions, copies of which will be filed by
Andina with the SEC as an exhibit to a Current Report on Form
8-K.
Important Information about the
Transactions and Where to Find It
In connection with the transactions described
herein, Andina will file relevant materials with the SEC, including
a Form S-4 registration statement that will include a proxy
statement of Andina that constitutes a prospectus for Andina and a
definitive proxy statement for Andina’s shareholders. Promptly
after filing the registration statement with the SEC, Andina will
mail the registration statement and a proxy card to each
shareholder entitled to vote at the special meeting relating to the
business combination and related matters. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTIONS THAT ANDINA WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANDINA, STRYVE AND THE BUSINESS COMBINATION. The
preliminary registration/proxy statement, the definitive
registration/proxy statement and other relevant materials in
connection with the transactions (when they become available), and
any other documents filed by Andina with the SEC, may be obtained
free of charge at the SEC’s website (www.sec.gov).
Participants in
Solicitation
Andina and Stryve 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 Andina’s stockholders in connection with
the proposed transaction. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in Andina of directors and officers of Andina in Andina’s
Annual Report on Form 10-K for the year ended December 31, 2019
which was filed with the SEC on March 27, 2020, and in Andina’s
Extension Proxy, which was filed with the SEC on January 4, 2021.
Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Andina’s
securityholders in connection with the proposed transaction will be
set forth in the registration statement/proxy statement for the
proposed transaction when available. Other information
regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus
pertaining to the proposed transactions when it becomes
available. These documents can be obtained free of charge
from the sources indicated above.
Contact:
ICRInvestor 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
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