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ANDA - Andina Acquisition III News Story

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Market Cap £178.1m
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Andina Acquisition Corp. III and EMMAC Life Sciences Limited Provide Update on Status Towards Signing Business Combination Agreement

Mon 26th October, 2020 3:33pm
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NEW YORK, Oct. 26, 2020 (GLOBE NEWSWIRE) -- 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
about Andina, 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 

 



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