UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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ANDINA ACQUISITION CORP. III
(Name of Registrant as Specified In Its Charter)
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ANDINA ACQUISITION CORP. III
Calle 113 #7-45 Torre B, Oficina 1012
Bogotá, Colombia
ADDITIONAL INFORMATION REGARDING THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2020
The following information in the form of a press release and an investor presentation supplements and relates to the proxy statement (the “Extension Proxy Statement”) that was mailed by Andina Acquisition Corp. III (“Andina” or the “Company”) to its shareholders in connection with Andina’s Special Meeting of Shareholders to be held on October 28, 2020 to approve an extension of time in which Andina must complete its initial business combination or liquidate the trust account that holds the proceeds of the Company’s initial public offering (the “Extension”). This supplement is being filed with the SEC and is being made available to shareholders on or about October 26, 2020. This supplement should be read in conjunction with the Extension Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) and furnished to shareholders on or about October 9, 2020.
Andina Acquisition Corp. III and EMMAC Life Sciences Limited Provide Update on Status Towards Signing Business Combination Agreement
EMMAC is the Largest Independent European Cannabis Company with Low-Cost Cultivation, EU-GMP Manufacturing and Processing, and an Import / Distribution Network in all Key European Markets
New York, NY– October 26, 2020 - Andina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and ANDAU) (“Andina”) and EMMAC Life Sciences Limited (“EMMAC”) jointly provided an update regarding their continued progress towards signing a business combination agreement, pursuant to which EMMAC is anticipated to become a publicly traded company on the NASDAQ Stock Market with EMMAC’s shareholders receiving equity in the combined public company in exchange for their equity in EMMAC. As consideration for the transaction, it is anticipated that the current EMMAC shareholders would collectively own a majority of the equity of the combined public company.
Andina and EMMAC previously announced that they had signed a non-binding letter of intent (the “LOI”) relating to a business combination on July 22, 2020. The Companies anticipate being able to announce progress towards the execution of a business combination agreement in the near term. In the interim, EMMAC continues to receive support from its shareholders, among them leading institutional investors, allowing it to continue its investment in its business and maintain its growth trajectory.
Completion of the business combination is subject to, among other matters, the completion of due diligence, the negotiation and execution of a definitive agreement for the business combination, satisfaction of the conditions negotiated therein and approval of the transaction by Andina stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the approval of the board of directors and shareholders of each of Andina and EMMAC, as well as other customary conditions.
Luke Weil, Executive Chairman of Andina, and Julio A. Torres, CEO of Andina, said, “We remain confident that EMMAC is an attractive investment opportunity and would be a tremendous merger partner for Andina. We therefore look forward to providing additional information regarding the status of the proposed transaction soon. EMMAC continues to invest in its business to cement its position in Europe, and the recent operational progress of EMMAC gives us great confidence that it can deliver significant value for shareholders in 2021.”
Lorne Abony, Executive Chairman of EMMAC, and Antonio Costanzo, CEO of EMMAC, said, “We continue to pursue opportunities within the European cannabis market and the third quarter of 2020 was one of continued investment in the business and growth for the Company, with the operational team achieving a number of important milestones despite continued headwinds caused by the COVID-19 pandemic and ongoing regulatory change. We are also working hard to reach a definitive agreement with Andina, as their team possesses significant experience assisting companies like ours and will add significant value to us as a strategic partner.”
EMMAC is Europe’s largest independent cannabis company, bringing together cutting-edge scientific research with the latest innovations in medical cannabis cultivation, extraction and production. EMMAC is a trusted cannabis partner for the medical and wellness communities and a leader in the production and supply of medical cannabis, wellness CBD, hemp, and other derivative products with large scale, low-cost, cultivation, EU-GMP manufacturing and processing, import/distribution network across all critical European markets. EMMAC has established pharmaceutical and medical cannabis manufacturing credibility and a direct-to-patient pharmacy license, multiple take-or-pay contracts for wholesale cannabis, and a strong portfolio of wellness brands and wellness products. EMMAC is also the first European cannabis company to sell and export product to Israel and is anticipated to launch white-label CBD products in the U.S.
Cowen and Craig-Hallum are serving as financial and capital markets advisors to Andina and Ellenoff Grossman & Schole LLP is serving as legal advisor to Andina. Stifel is serving as financial advisor to EMMAC. Winston & Strawn LLP is serving as legal advisor to EMMAC.
Recent EMMAC Business Developments
| ● | On October 16, 2020, EMMAC announced the commencement of UK manufacture of its range of premium medical cannabis products. Rokshaw Laboratories (“Rokshaw”), EMMAC’s wholly owned subsidiary and a leading UK MHRA-approved Specials Manufacturer, received its first commercial shipment of medical cannabis Active Pharmaceutical Ingredient (“API”) from Medalchemy S.L., EMMAC’s subsidiary that operates its Good Manufacturing Practice (“GMP”) certified manufacturing site in Alicante, Spain (“Medalchemy”). Medalchemy will begin exporting medical cannabis API to other countries in the coming months. We believe the shipment also validates EMMAC’s business model, as it demonstrates that the vertically integrated supply chain, from its cultivation facilities in Portugal to its two EU-GMP processing facilities, laboratories and importation and distribution capabilities in key markets across Europe, yields high-quality product and the most competitive price points. The integrated supply chain significantly reduces the market price of medical cannabis for patients in the UK, and notably brings costs below black-market prices for many patients (who may be currently self-medicating). |
| ● | On August 18, 2020, EMMAC announced that EMMAC SAGL, the Group’s pharmaceutical entity in Switzerland, has secured its Good Distribution Practice (“GDP”) license for the distribution of medicinal products. EMMAC now has the ability to import, distribute and export medicinal products, including medical cannabis, for the domestic Swiss, EU and international markets. |
| ● | On July 28, 2020, EMMAC announced that Medalchemy, the Group’s Good Manufacturing Practice (“GMP”) certified manufacturing site in Alicante, Spain, has secured approval from the Spanish Health Authorities (“AEMPS”) to cultivate medical cannabis. Medalchemy now has fully integrated cannabis supply facilities, with a license to grow medical cannabis commercially as well as extract and manufacture cannabis extract as an API. EMMAC now holds multiple medical cannabis licenses in four countries across Europe. |
About Andina Acquisition Corp. III
Andina 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/
About EMMAC Life Sciences Limited
EMMAC Life Sciences Limited is Europe’s largest independent cannabis company, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. With a unique supply and distribution network throughout Europe, EMMAC’s vision is to bring the life-enhancing potential of cannabis to the people who need it. For more information about EMMAC, please visit https://www.emmac.com/
Additional Information and Where to Find It
If a definitive agreement is entered into and in connection with the proposed transactions described herein, a full description of the terms of the transaction will be provided in a proxy statement for Andina’s stockholders to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Andina urges investors, stockholders and other interested persons to read, when available, the preliminary proxy statement, as well as other documents filed with the SEC, because these documents will contain important information aboutAndina, EMMAC and the proposed business combination transaction. The definitive proxy statement/prospectus will be mailed to shareholders of Andina as of a record date to be established for voting on the proposed transaction. Shareholders may obtain copies of the proxy statement, when available, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Andina Acquisition Corp. III, Calle 113 #7-45 Torre B, Oficinia 1012, Bogota, Colombia.
In addition, Andina has filed a definitive proxy statement (the “Extension Proxy Statement”) in connection with its special meeting of shareholders to be held on October 28, 2020 to approve an extension of time in which Andina must complete its initial business combination or liquidate the trust account that holds the proceeds of Andina’s initial public offering (the “Extension”). Andina mailed the Extension Proxy Statement and other relevant documents to its shareholders of record as of September 28, 2020 on or about October 9, 2020 in connection with the Extension. Investors and security holders of Andina are advised to read the Extension Proxy Statement because this document contains important information about the Extension. Shareholders are able to obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Andina Acquisition Corp. III, Calle 113 #7-45 Torre B, Oficinia 1012, Bogota, Colombia.
Participants in Solicitation
Andina and its directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Andina shareholders in connection with the Extension and the potential transaction described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Andina’s directors in the Extension Proxy Statement, which was filed with the SEC on October 8, 2020 and will also be contained in the proxy statement relating to the proposed business combination with EMMAC when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Andina, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or 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.
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. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to Andina’s shareholder approval of the Extension, Andina’s and EMMAC’s inability to enter into a definitive agreement with respect to the proposed business combination transaction or to complete the transactions contemplated by the non-binding letter of intent; 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 proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by Andina shareholders; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; expectations with respect to future operating and financial performance and growth, including when EMMAC will become cash flow positive; the timing of the completion of the proposed business combination; EMMAC’s ability to execute its business plans and strategy and to receive regulatory approvals; and other risks and uncertainties indicated from time to time in filings with the SEC, including Andina’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the heading “Risk Factors” and other documents Andina has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Andina 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 Andina’s and EMMAC’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For Andina Acquisition Corp. III
ICR
Investor Relations Contact:
Raphael Gross, (203) 682-8253
raphael.gross@icrinc.com
Media Relations Contacts:
Cory Ziskind, (646) 277-1232
cory.ziskind@icrinc.com
Keil Decker, (646) 677-1854
keil.decker@icrinc.com
For EMMAC Life Sciences Limited
Buchanan
Media Enquiries:
Henry Harrison-Topham / Jamie Hooper / Ariadna Peretz
Tel: +44 (0) 20 7466 5000
emmac@buchanan.uk.com