Schultze Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW,
and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever
Leaves”) today announced that the companies will participate in two
upcoming investor conferences.
- On Wednesday,
September 30, 2020, the companies will be hosting one-on-one
meetings with institutional investors at the Canaccord Genuity US
Cannabis Symposium. Please contact your institutional salesperson
at Canaccord Genuity to schedule a meeting.
- On Thursday,
October 8, 2020, the companies will be hosting one-on-one meetings
with institutional investors at the Jefferies Cannabis Summit.
Please contact your institutional salesperson at Jefferies to
schedule a meeting. At 11:00 AM ET, Kyle Detwiler, CEO of Clever
Leaves, will participate in a panel discussion titled
“International Markets: Growth Starting to Pick Up, But So is
Competition. Key Considerations and Strategies for Success.” A
webcast of the panel discussion will be available to registered
participants of the event.
Clever Leaves Holdings Inc. (“Holdco”) filed
with the U.S. Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 (the “Registration Statement”),
which includes a prospectus with respect to Holdco’s securities to
be issued and a preliminary proxy statement of SAMA, in connection
with SAMA’s proposed business combination with Clever Leaves
pursuant to which Holdco, a newly formed holding company, will
acquire SAMA and Clever Leaves (the “Business Combination”).
Holdco is anticipated to become a NASDAQ-listed
public company trading under the ticker symbol “CLVR”. Clever
Leaves’ executive management team, led by Kyle Detwiler, CEO, and
Andrés Fajardo, President, are expected to continue to lead the
combined company.
The Business Combination has been unanimously
approved by the Boards of Directors of both SAMA and Clever Leaves
and is expected 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.
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 LeavesClever
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.
Additional Information and Where to Find
ItSAMA, 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
SolicitationSAMA, 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 StatementsThis
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
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, the failure to obtain an extension of the business
combination deadline if sought by SAMA 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.netGary M.
Julien: gjulien@samco.net(914) 701-5260
Investor RelationsRaphael
GrossICRraphael.gross@icrinc.com(203) 682-8253
Media RelationsKCSA Strategic
CommunicationsMcKenna Millermmiller@kcsa.com(347) 487-6197
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