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Stryve Foods LLC, an Emerging Healthy Snacking Platform, to list on NASDAQ through business combination with Andina Acquisition Corp. III

Thu 28th January, 2021 12:00pm
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Combined company to focus on manufacturing and marketing highly differentiated
healthy snacks that disrupt traditional snacking categories

The transaction values the combined company at an enterprise value of $170
million and is expected to provide approximately $67 million in gross cash
proceeds to the Company.  As part of the transaction, Andina and Stryve
raised over $50 million of fully committed capital.

The business combination is expected to close in the second quarter of 2021.
The combined company will be named Stryve Foods, Inc. and remain listed on the
NASDAQ under ticker SNAX

Joint webcast scheduled for today at 8:30 a.m. ET

NEW YORK and PLANO, Texas, Jan. 28, 2021 (GLOBE NEWSWIRE) -- Stryve Foods LLC
(“Stryve” or “the Company”), an emerging healthy snack platform
disrupting traditional snacking categories, and Andina Acquisition Corp. III
(NASDAQ: “ANDA”) (“Andina”), a publicly-traded special purpose
acquisition company, announced today a definitive agreement for a business
combination that would result in Stryve becoming a public company.  Upon
closing of the transaction, the combined company will be renamed Stryve Foods,
Inc. and is expected to remain listed on the NASDAQ under the ticker SNAX.

In connection with the business combination announcement, the companies
executed definitive agreements with institutional investors for an
oversubscribed common stock PIPE of $42.5 million at $10.00 per share. Stryve
simultaneously has secured a $10.6 million bridge note offering with
accredited and institutional investors with funds being made available
immediately for general working capital purposes. The bridge note offering
will convert into common stock immediately prior to the business combination
closing.

Stryve Foods is on a mission to help Americans snack better and live happier,
more fulfilling lives by giving Americans new snacking options that are high
in protein, low in sugar with no artificial ingredients. Co-CEO and Chief
Marketing Officer, Jaxie Alt, stated, “Eating healthier is a long-term
consumer trend in America that is here to stay – yet most of the snacks in
America are highly processed foods with little true nutritional value. Our
Stryve products are a revolution in snacking that Americans are looking
for…snacks that are high protein, no to low sugar, with nothing artificial
AND they taste amazing.”

Stryve is currently disrupting the meat snack category through its air-dried
meat products including biltong, which originated in South Africa, and carne
seca, which originated in Latin America. The process of air-drying meat vs.
cooking, as is done with beef jerky, yields a product that has 40-50% more
protein per serving than beef jerky. Unlike beef jerky, Stryve’s all natural
meat snack products are made with 100% beef, are never cooked and contain no
sugar, monosodium glutamate (MSG), gluten, nitrates, nitrites or preservatives
and are Keto and Paelo diet friendly.  Based on protein density and sugar
content, Stryve’s portfolio of snack products are one of the healthiest meat
snacks available today.

Stryve sells several brands of air-dried meat including Stryve and Kalahari,
which it acquired in mid-December of 2020. The Company is bringing new users
to the meat snack category, including Healthy Snack Seekers, Women and
Hispanic Consumers. According to an MRI-Simmons 2018 Consumer Segmentation, of
the 183 million healthy snack seekers in the US, only 25% purchased a meat
snack during the year.

Stryve Investment Highlights:
* Emerging healthy snacking platform. Stryve is aligned with a consumer shift
in snacking toward better-for-you products as it focuses on manufacturing and
marketing highly differentiated healthy snacks that disrupt traditional
snacking categories.
* Attractive financial profile with strong growth potential for gross revenue,
gross margin, and adjusted EBITDA.
* Unique manufacturing capabilities. According to Stryve Chairman and
Co-Founder Ted Casey, Stryve’s manufacturing facility is the largest USDA
approved air-dried meat manufacturing facility in America and USDA approval
requirements create a high barrier to entry. The Company’s current
infrastructure can support a $200+ million revenue business with limited
additional capital expenditures.
* Large and growing distribution footprint. Stryve currently utilizes 10+
unique sale channels and 70,000+ total points of distribution across a strong
retail footprint. Stryve intends to increase penetration in existing channels
while expanding SKUs on shelf.
* Seasoned management team with 50 years of combined CPG experience.
Collectively, the Company’s leadership has deep experience in growing
profitable businesses across many segments leading to attractive returns for
investors in those businesses.
* Attractive valuation. Based on 2021 and 2022 projections, the parties
believe the business combination is attractively valued.
Joe Oblas, Co-CEO and Co-Founder of Stryve, stated, “We firmly believe that
Stryve is well-positioned to capitalize on favorable better snacking trends as
well as the considerable whitespace for health-driven innovation in what
remains a large, fragmented category with underdeveloped channels. Our
intention is to accelerate Stryve’s growth trajectory by capitalizing on the
strengths of our existing business, while staying true to our mission of
helping Americans snack better and live happier, more fulfilling lives by
disrupting traditional snacking categories. We are excited to be partnering
with Andina as we transition into the public markets and are committed to
enhancing value for all of our stakeholders.”

Luke Weil, Chairman of Andina, and Julio A. Torres, CEO of Andina, stated,
“Stryve is a unique and compelling investment opportunity that is changing
the way Americans snack and we look forward to joining with them on their
mission. They have developed a unique product in beef biltong that appeals to
healthy snack seekers, many of whom are new to the vastly underpenetrated meat
snack category. Further, they have the experience and know how to disrupt
other traditional snacking categories as well. With a leadership team that has
proven themselves in operating and scaling profitable businesses along with
significant tailwinds for functional and nutritious snacking, we believe
Stryve is poised for rapid growth and value creation.”

Channing Tatum, actor, producer and Stryve investor, added, “People are
searching for healthier, better tasting options for the way they snack, and
Stryve raises the bar on both fronts.  I’m thrilled to be an investor and
to support their mission to help America snack better, and on a personal note
I love their products, which I enjoy when I’m training, camping, or just
hanging at home.”

Another Stryve investor, rookie phenom Los Angeles Quarterback Justin Herbert,
states, “Stryve is the kind of healthy, high-protein snack that I look for
to fuel my pre- and post- workout. I’m excited I’ve joined forces with a
brand that creates a product that’s not only good for you, but delicious,
too.”

Transaction Overview
The transaction will be funded by a combination of Andina’s cash held in its
trust account (after redemptions by its public stockholders in connection with
the closing), a full equity roll-over from existing Stryve ownership, and
proceeds from a private placement of $42.5 million of common stock at $10.00
per share that will close concurrently with the business combination. In
connection with the business combination, Stryve raised $10.6 million through
the sale of unsecured convertible bridge notes that will be funded immediately
and will convert into equity of the combined company at the closing of the
business combination.

The transaction implies a post-money enterprise valuation for the combined
company of approximately $170 million at closing, or 3.7x/1.8x projected
2021/2022 estimated revenue. It is anticipated that the combined company will
have $58 million of net cash proceeds.

In the business combination, Andina will re-domesticate from the Cayman
Islands and become a Delaware corporation and change its name to “Stryve
Foods, Inc.”, and acquire Stryve’s business in an “Up-C structure”
based on a pre-money enterprise value of Stryve of $130 million.

The board of directors of Andina and Stryve’s board of managers have
approved the transaction.  The transaction will require the approval of the
stockholders of Andina, and is subject to other customary closing conditions.
The transaction is expected to close in the second quarter of 2021.

The combined company will continue to be led by Joe Oblas, Co-Founder &
Co-CEO, Jaxie Alt, Co-CEO & Chief Marketing Officer and their executive
leadership team including Alex Hawkins, Chief Operating Officer, and Bruce
Boettner, Chief Sales Officer.
* Prior to co-founding Stryve, Mr. Oblas founded and successfully exited
ProSupps, one of the fastest growing sports nutrition brands. He also
co-founded Juice Stop, which grew to 150 stores in 22 states prior to exiting
the business.
* Prior to joining Stryve, Ms. Alt spent 17+ years at Dr Pepper Snapple Group
where she served as Co-Chief Marketing Officer, managing $10+ billion in
retail sales and $300+ million in marketing spend.
* Prior to joining Stryve, Mr. Hawkins was an operationally focused Principal
investor at Rosewood Private Investments. He is a CFA Charterholder and
previously spent time in asset management and process consulting.
* Prior to joining Stryve, Mr. Boettner served as Vice President of Sales at
Humm Kombucha and previously spent 14+ years at Kashi, where he served as
sales lead and scaled revenue to over $400 million.
Advisors
Cowen is serving as financial advisor to Andina. Cowen and Craig-Hallum
Capital Group are acting as co-capital markets advisors to Andina.
Craig-Hallum is serving as sole placement agent in connection with the private
placement and bridge offerings. Ellenoff Grossman & Schole LLP is serving as
legal advisor to Andina. Foley & Lardner LLP is serving as legal advisor to
Stryve.

Investor Webcast Information
Andina and Stryve will host a joint webcast to discuss the proposed
transaction today at 8:30 a.m. ET.

Interested parties may listen to the webcast and view the investor
presentation with more detailed information regarding the proposed transaction
at www.stryve.com under “Investors” or at www.andinaacquisition.com under
“Investor Relations”.

About Stryve Foods LLC
Stryve Foods is an emerging healthy snacking platform with a mission to help
Americans snack better and live happier, better lives. The Company is focused
on manufacturing and marketing highly differentiated healthy snacks that
disrupt traditional snacking categories.

Stryve is currently building a tribe of early adopters consisting of healthy
snack seekers, many of whom are new to the meat snack category. Stryve Beef
Biltong is a delicious, good-for-you snack made from 100% American beef –
high in protein with 0g sugar and made from nothing artificial. Founded by
fitness and nutrition enthusiasts, Stryve Biltong is on a mission to help
America snack better. Biltong is a process for air-drying meat that originated
centuries ago in South Africa and actually boasts more protein in every bite
than traditional jerky. It is made simply –with beef, vinegar and spices –
and served in slices, sticks or slabs. Stryve Beef Biltong comes in a variety
of delicious flavors, including Original, Cajun, Hickory, Mesquite BBQ,
Teriyaki, Zesty Garlic, Hatch Green Chile, and Spicy Peri. Stryve is available
on https://stryve.com/, Amazon and over 17,000 retail stores across the U.S.
and Canada.

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/

Forward Looking Statements

Certain statements made in this press release are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as “anticipate”, “believe”,
“expect”, “estimate”, “plan”, “outlook”, and “project” and
other similar expressions that predict or indicate future events or trends or
that are not statements of historical matters. These forward-looking
statements reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution must be
exercised in relying on forward-looking statements. Due to known and unknown
risks, actual results may differ materially from Andina’s or Stryve’s
expectations or projections. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the definitive
agreement for the business combination between Andina and Stryve (the
“Business Combination Agreement”); (ii) the ability of the combined
company to meet Nasdaq listing standards following the transaction and in
connection with the consummation thereof; (iii) the inability to complete the
transactions contemplated by the Business Combination Agreement due to the
failure to obtain approval of the stockholders of Andina or other reasons;
(iv) the failure to meet the minimum cash requirements of the Business
Combination Agreement due to Andina stockholder redemptions and one or more
defaults by the investors in the private placement, and failing to obtain
replacement financing; (v) costs related to the proposed transaction; (vi)
changes in applicable laws or regulations; (viii) the ability of the combined
company to meet its financial and strategic goals, due to, among other things,
competition, the ability of the combined company to pursue a growth strategy
and manage growth profitability; (vii) the possibility that the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (viii) the effect of the COVID-19 pandemic on Andina and
Stryve and their ability to consummate the transaction; and (ix) other risks
and uncertainties described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public filings with the
Securities and Exchange Commission (the “SEC”) by Andina. 

Additional information concerning these and other factors that may impact
Andina’s expectations and projections can be found in Andina’s periodic
filings with the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, the definitive proxy statement filed by Andina
with the SEC on January 4, 2021 wherein Andina sought and obtained stockholder
approval to extend the date by which Andina has to consummate its initial
business combination to April 30, 2021 (which has since been extended to July
31, 2021 as a result of Andina signing the Business Combination Agreement)
(the “Extension Proxy”), and in the preliminary and definitive proxy
statements to be filed by Andina with the SEC regarding the transaction when
available.  Andina’s SEC filings are available publicly on the SEC's
website at www.sec.gov.

The foregoing list of factors is not exclusive.  Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as
of the date made.  Neither Andina nor Stryve undertakes or accepts any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based, subject to applicable law. 

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities
pursuant to the proposed transactions or otherwise, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such 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.

No Assurances

There can be no assurance that the transactions described herein will be
completed, nor can there be any assurance, if such transactions are completed,
that the potential benefits of combining the companies will be realized.  The
description of the transactions contained herein is only a summary and is
qualified in its entirety by reference to the definitive agreements relating
to the transactions, copies of which will be filed by Andina with the SEC as
an exhibit to a Current Report on Form 8-K.

Important Information about the Transactions and Where to Find It

In connection with the transactions described herein, Andina will file
relevant materials with the SEC, including a Form S-4 registration statement
that will include a proxy statement of Andina that constitutes a prospectus
for Andina and a definitive proxy statement for Andina’s shareholders.
Promptly after filing the registration statement with the SEC, Andina will
mail the registration statement and a proxy card to each shareholder entitled
to vote at the special meeting relating to the business combination and
related matters.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT ANDINA WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANDINA, STRYVE AND THE BUSINESS COMBINATION. The preliminary
registration/proxy statement, the definitive registration/proxy statement and
other relevant materials in connection with the transactions (when they become
available), and any other documents filed by Andina with the SEC, may be
obtained free of charge at the SEC’s website (www.sec.gov).

Participants in Solicitation

Andina and Stryve 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 Andina’s stockholders in
connection with the proposed transaction. Investors and security holders may
obtain more detailed information regarding the names, affiliations and
interests in Andina of directors and officers of Andina in Andina’s Annual
Report on Form 10-K for the year ended December 31, 2019 which was filed with
the SEC on March 27, 2020, and in Andina’s Extension Proxy, which was filed
with the SEC on January 4, 2021.  Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to
Andina’s securityholders in connection with the proposed transaction will be
set forth in the registration statement/proxy statement for the proposed
transaction when available.  Other information regarding the interests of the
participants in the proxy solicitation will be included in the proxy
statement/prospectus pertaining to the proposed transactions when it becomes
available.  These documents can be obtained free of charge from the sources
indicated above.

Contact:

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

 



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