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
ItThe 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.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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