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Andina Acquisition Corp. III (NASDAQ:ANDA, ANDAW, and ANDAU))) (“Andina”) and EMMAC Life Sciences Limited (“EMMAC”) jointly announced today that they have signed a non-binding letter of intent (the “LOI”) relating to a business combination, pursuant to which EMMAC would become a publicly traded company on the NASDAQ Stock Market with EMMAC’s shareholders rolling over all of their equity in EMMAC into the combined public company. 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.
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. The company is a trusted cannabis partner for the medical and wellness communities and 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 will be launching white-label CBD products in the US.
EMMAC has an extensive research platform spanning genetics, technology, and medical/clinical programs with Imperial College London and other leading European research centers. EMMAC’s wealth of experience, combined with a network of supply and distribution partnerships throughout Europe, mean that it is uniquely positioned to meet the rapidly growing demands of the market, led by regulatory change and the increasing demand for access to premium quality cannabis product.
Additional information on EMMAC can be found in an investor presentation that has been furnished by Andina to the SEC as an exhibit to a Current Report on Form 8-K, which can also be found on Andina’s website at http://www.andinaacquisition.com/ or on EMMAC’s website at https://www.emmac.com/
As contemplated by the LOI, EMMAC’s executive team, led by Chairman Lorne Abony, CEO Antonio Costanzo, CFO Thomas Ellen, and COO Tom Rooke, would continue leading the combined company. These executives and their management team have extensive experience operating in highly regulated industries across key sectors. In total, EMMAC has approximately 130 employees, including 17 Ph.D’s.
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 two companies’ boards and shareholder approvals, as well as other customary conditions.
Luke Weil, Chairman of Andina, and Julio A. Torres, CEO of Andina, said, “As the largest independent European cannabis company, we believe that EMMAC is an extremely attractive investment opportunity and would be a tremendous merger partner for Andina. Given Europe’s large population, addressable market with strong pricing, and meaningful barriers to entry, EMMAC’s vertically-integrated pan European footprint ideally position the company to realize significant opportunities in both medical cannabis and CBD wellness. By 2023, these markets are estimated to reach $8 billion and $5 billion, respectively, according to industry research (1). We are looking forward to partnering with EMMAC’s world-class team and supporting them as they continue their expansion and enter this new phase as a public company.”
Lorne Abony, Executive Chairman of EMMAC, and Antonio Costanzo, CEO of EMMAC, said, “The Andina team possesses significant experience assisting companies like ours and will add significant value to us as a strategic partner. As a fully-integrated company with strength across the value chain, we are proud of what EMMAC has already accomplished in maximizing value from upstream and downstream assets, while controlling quality, supply, distribution and marketing in each region. Our executive team is eager to begin work with Andina as we continue to aggressively pursue opportunities within the European cannabis market.”
Cowen is serving as financial and capital markets advisor 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.
1) Brightfield Group – European CBD and Cannabis Market 2019 Report & Canaccord (2018) + Cowen Data for U.S. CBD Market Applied to Europe (2023)
Posted In: ANDA
