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Filed by Clever Leaves Holdings Inc.
to Rule 425 under the Securities Act of 1933, and
filed pursuant to Rule 14a-12 under the
Exchange Act of 1934
Leaves International Inc.
Special Purpose Acquisition Corp.
File No. 001-38760)
Leaves Announces Approval of Merger Transaction by its Shareholders
and Provides Background on Holdco Board of Directors
Executives Will Add Strength to the Combined Company’s Strategy in Accelerating Growth
York, December 14, 2020
Clever Leaves International Inc.
(“Clever Leaves”), a leading multi-national
operator and licensed producer of pharmaceutical-grade cannabinoids, held a special meeting of its shareholders last Friday, December
, where it successfully received the majority of its shareholders’ approval for the consummation of its business
combination with Schultze Special Purpose Acquisition Corp. (Nasdaq: SAMA, SAMAW, and SAMAU) (“SAMA”), pursuant to
which a newly formed holding company, Clever Leaves Holdings Inc. (“Clever Leaves Holdings” or “Holdco”),
will acquire SAMA and Clever Leaves and will be a Nasdaq-listed public company trading under the ticker CLVR.
completion of the business combination, the Board of Directors of Holdco will be comprised of: Etienne Deffarges, Co-Founder and
Operating Partner at Chicago Pacific; Elisabeth DeMarse, a seasoned CEO, Independent Director, and Investor; Gary Julien, Managing
Director at Schultze Asset Management, LP; Kyle Detwiler, CEO of Clever Leaves; and Andres Fajardo, President of Clever Leaves.
of Holdco’s new board members have a long history of delivering value to public shareholders. In addition to bringing decades
of operational and financial experience to Holdco, the appointment of these directors is expected to broaden investor support
for the combined company.
: With extensive international experience and fluency in five languages, Mr. Deffarges brings decades of experience
working in the health care, energy, aerospace and food industries. Mr. Deffarges has enjoyed a rewarding professional career as
a management consultant, business executive, and serial entrepreneur with several IPOs and exits under
his belt. Mr. Deffarges
co-founded and serves as an Operating Partner at Chicago Pacific Founders, a private equity firm focusing on health care delivery
providers. Previously, he was part of the founding team, EVP then Vice Chairman, at R1 RCM, a healthcare IT start-up which held
its IPO in 2010 and a global managing partner at Accenture, actively involved in Accenture’s 2001 IPO on the New York Stock
Exchange. Mr. Deffarges also served as a senior partner with Booz Allen Hamilton and as a general field engineer with Schlumberger.
A MBA graduate and Baker Scholar of Harvard Business School, Mr. Deffarges has a MS from UC Berkeley and a BS / MS in aeronautical
engineering from ISAE in France. He is also a member of the Executive Council of the Harvard School of Public Health.
: An Independent Investor and Independent Board Director, Ms. DeMarse brings strong executive leadership in high growth
industries. From 2012-2016, Ms. DeMarse served as President and Chief Executive Officer and Chairman of the Board of TheStreet,
Inc. (Nasdaq: TST).Prior to TheStreet.com, Elisabeth was founder and CEO of CreditCards.com, which she created by acquiring the
assets of ClickSuccess in Austin, Texas, Freedom Marketing in Colchester, UK, and the acquisition and build out of numerous credit-related
url’s. Previously, Ms. DeMarse was CEO of Bankrate, engineering the turnaround of the company, driving exponential growth
and creating $450 million in shareholder value. Ms. DeMarse spent a decade as Chief Marketing Officer for Bloomberg LP working
directly for the founder, Michael Bloomberg, where she was instrumental in the formation of several media properties. A member
of The Committee of 200, Ms. DeMarse holds an MBA from Harvard Business School and an A.B. in History from Wellesley College where
she was a Wellesley Scholar.
: Mr. Julien is a Managing Director at Schultze Asset Management helping lead the merger with Clever Leaves through
its affiliate Schultze Special Purpose Acquisition Corp. where he is a Director & Executive Vice President. Mr. Julien brings
a significant wealth of experience as an accomplished corporate development, M&A and investment professional in both the public
and private markets. His rich corporate development and M&A experience includes Armor Holdings, Kanders & Company, Global
Crossing, and companies affiliated with GAMCO Investors, Inc. He was also previously at Bronson Point, where he originated,
oversaw and analyzed public market investments helping to the firm grow to nearly $2.0 billion in assets under management. Mr.
Julien holds an MBA with honors from Columbia Business School.
: Mr. Detwiler has served as the Chief Executive Officer of Clever Leaves since August 2017. Prior to co-founding
an investment firm, Silver Swan Capital, Mr. Detwiler served as a Principal at The Blackstone Group Inc., a leading alternative
investment manager with $564 billion in assets under management. As an early member of the Tactical Opportunities Fund, Mr. Detwiler
was involved in the management and served as a board member of seven investments or portfolio companies. Mr. Detwiler also was
a member of the private equity practice at KKR & Co. Inc., focusing on investments in the oil and gas, energy, natural resource
and health care sectors, and began his career as an investment banker at Morgan Stanley. Mr. Detwiler earned his MBA with distinction
from Harvard Business School and his Bachelor of Arts, cum laude, in economics from Princeton University.
: Mr. Fajardo has served as President of Clever Leaves since 2019. Additionally, Mr. Fajardo has served as Chief Executive
Officer of Clever Leaves Colombia in 2019 and Chairman in 2018, after helping establish the Clever Leaves business in 2016. Mr.
Fajardo has more than 20 years of operational and management experience, including founding Mojo Ventures, a venture capital incubator
in Colombia, serving as CEO of IQ Outsourcing, a leading Colombian outsourcing firm, and previously as a principal member at Booz
& Company. Mr. Fajardo obtained a MBA from Harvard Business School and graduated from Los Andes University in Colombia with
honors in Bachelor of Science in Industrial Engineering and Bachelor of Science in Economics.
could not be more excited to join this group of highly educated, experienced, and accomplished individuals on Clever Leaves Holdings’
Board of Directors, and our entire company is thrilled to accept each of our new board members into the Clever Leaves family.
Each of Clever Leaves Holdings’ new Board members has an established track record of successfully working with fast-growing
companies, and I look forward to working with each of these esteemed business leaders to execute on our growth plan,” said
Kyle Detwiler, CEO of Clever Leaves.
Clever Leaves International Inc.
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 cannabinoid
business. With operations and investments in Canada, Colombia, Germany, Portugal, and the United States, 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 cannabinoid companies recognized for its principles, people, and
performance while fostering a healthier global community.
Special Purpose Acquisition Corp.
Schultze Special Purpose Acquisition Corp. (Nasdaq: SAMA, SAMAW, and SAMAU) 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.
Information and Where to Find It
connection with the Business Combination, Holdco has filed a Registration Statement on Form S-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) which 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 has mailed a definitive proxy statement and other relevant documents to its stockholders as of the record date for its stockholder
meeting. SAMA’ 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: firstname.lastname@example.org.
These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
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.
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 Holdco’s and 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.
all business inquiries, please visit Clever Leaves’ direct to business sales platform, www.cleverleaves360.com, to set up
an appointment with a Clever Leaves’ business consultant.
KCSA Strategic Communications
Strategic Communications Director
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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