Market Overview

Andina Acquisition Corp. II Announces Agreement to Acquire Lazydays R.V. Center, Inc.


Investor Conference Call Scheduled for Wednesday, November 1,
at 11:00 AM ET

Andina Acquisition Corp. II ("Andina") (NASDAQ: ANDAU, ANDA, ANDAR,
ANDAW), a special purpose acquisition company formed for the purpose of
effecting a merger, acquisition or similar business combination,
announced today that it has entered into a definitive agreement to
acquire Tampa-based Lazydays R.V. Center, Inc. and its affiliates
("Lazydays" or the "Company") from private investment funds managed by
Wayzata Investment Partners LLC ("Wayzata) and other minority
shareholders (collectively, the "Seller Group"). Total consideration to
be paid to the Seller Group for its interests in the Company will
consist of $85 million in cash and approximately 2.9 million common
shares of the combined company. Lazydays' Revenue and Adjusted EBITDA
for the fiscal year ended December 31, 2016 were $564 million and $25
million, respectively. Lazydays expects fiscal 2017 Adjusted EBITDA to
be between $28 million and $30 million. At the conclusion of the
transaction, Lazydays will become a wholly-owned subsidiary of the
publicly-listed company on the NASDAQ stock exchange.

In connection with the foregoing and concurrently with the merger
agreement, Andina has entered into a series of definitive financing
agreements with institutional investors for the sale of $88.5 million of
convertible preferred stock, common stock, and warrants (the "Private
Placement") to be consummated simultaneously with the closing. In
addition, Lazydays expects to refinance its existing term debt with a
new $20 million facility prior to or simultaneous with closing.

Lazydays operates the world's largest recreational vehicle ("RV")
dealership located on 126 acres outside Tampa, FL and also has regional
dealerships in Tucson, AZ and Loveland, Denver and Longmont, CO.
Lazydays has the largest selection of RV brands in the nation featuring
more than 2,500 new and pre-owned RVs. The Company has over 300 service
bays and has RV parts and accessories stores at all locations. Lazydays
also has RV rental fleets in all three markets and two on-site
campgrounds with over 700 RV campsites. The Company welcomes over
500,000 visitors to their dealership locations annually, and employs
over 700 people at its five facilities.

Upon consummation of the transaction, Lazydays' Chairman and CEO William
P. Murnane will continue in his leadership role as Executive Chairman
and CEO of the combined company. Lorne Weil, a key investor in Andina
and former Chairman and CEO of Scientific Games Corp., will become Vice
Chairman and join the board of directors of the combined company.

Founder and Chairman of Andina Acquisition Corp II., Luke Weil,
commented, "We are excited to have the opportunity to invest alongside
Bill Murnane and his team at Lazydays as they strategically deploy
capital to accelerate the company's growth," Mr. Weil continued, "We
look forward to the company broadening its product and service
portfolio, as well as increasing its geographic reach as it makes
opportunistic acquisitions of dealerships across the U.S."

William Murnane stated, "We are thrilled to announce this transaction.
The merger gives us the ability to rapidly become a public company and
further enhance our growth trajectory, without the time consuming
distractions of a traditional public offering. The financings we have
entered into give us the balance sheet flexibility and liquidity to
continue our strategy of organic sales growth and geographic expansion.
We thank Wayzata Investment Partners for its years of investment and
stewardship. We look forward to a strong future and our continued
leadership as the premier recreational vehicle dealer in the United

The proposed transaction has been unanimously approved by the Boards of
Directors of both Andina and Lazydays, and is expected to close in the
first quarter of 2018, subject to approval by Andina's shareholders and
other customary closing conditions. Upon consummation of the
transactions, the combined company will be renamed Lazydays Holdings,
Inc. and will trade on NASDAQ under the new ticker LAZY.

For additional information on the transaction, see Andina's Current
Report on Form 8-K, which will be filed promptly and which can be
obtained, without charge, at the Securities and Exchange Commission's
internet site (

Craig-Hallum Capital Group acted as exclusive placement agent for the
Private Placement transactions and Craig-Hallum Capital Group and
EarlyBirdCapital, Inc. acted as M&A Advisors to Andina. Graubard Miller
acted as legal counsel to Andina. Stroock Stroock & Lavan LLP acted as
legal counsel to Lazydays.

Investor Conference Call Information

Andina will host an investor conference call to discuss the business
combination on Wednesday, November 1, 11:00 AM.

Interested parties may listen to the call via telephone by dialing 1-866-376-8058,
or for international callers, 1-412-542-4131. Participants should
ask to be joined into the Andina Acquisition Corp. II conference call. A
telephone replay will be available shortly after the call and can be
accessed by dialing 1-877-344-7529 (confirmation code: 10114052),
or for international callers, 1-412-317-0088 (confirmation code: 10114052).

An investor presentation will be made available at
prior to the call.

About Andina Acquisition Corp. II

Andina Acquisition Corp. II is a blank check company formed for the
purpose of effecting a merger or other business combination with a
target company. Andina Acquisition Corp II. was founded by Luke Weil and
raised $40 million on November 24, 2015 in its Initial Public Offering.
The company is the team's second publicly-traded investment vehicle. The
first, Andina Acquisition Corporation, merged with Tecnoglass, Inc.
(NASDAQ:TGLS), a leading manufacturer of hi-spec architectural glass
and windows for commercial and residential construction markets
headquartered in Barranquilla, Colombia.

Additional information can be found at

About Lazydays R.V. Center Inc.

Founded in 1976, Lazydays RV® has built its reputation on providing an
outstanding customer experience with exceptional service and product
expertise. More than a half-million RVers and their families visit
Lazydays every year, making it their "home away from home." Lazydays has
been recognized as a "Top 50 RV Dealer" by RVBusiness and as one
of Tampa Bay's "Top Work Places." The Lazydays Employee Foundation,
supported by payroll contributions from more than 65% of Lazydays'
employees, has contributed more than $1.7 million to make many historic
changes for at-risk children in the Tampa Bay, Tucson and Colorado

For most people, Lazydays RV isn't just the beginning of their journey;
it's very much a part of their ride. To learn more, visit

About Wayzata Investment Partners

Based in Wayzata, Minnesota, Wayzata Investment Partners LLC is an SEC
registered investment advisor to private investment funds.


In connection with the proposed transaction, Andina and its wholly owned
subsidiary intend to file with the SEC a definitive proxy statement. The
definitive proxy statement for Andina (if and when available) will be
mailed to shareholders of Andina. ANDINA SHAREHOLDERS ARE URGED TO READ

Andina shareholders will be able to obtain free copies of these
documents (if and when available) and other documents containing
important information about Andina and Lazydays, once such documents are
filed with the SEC through the website maintained by the SEC at
Copies of the documents filed with the SEC by Andina will be available
free of charge by contacting Andina using the contact information below.


Andina and its directors, executive officers and other members of its
management and employees as well as EarlyBirdCapital may be deemed to be
participants in the solicitation of proxies from Andina's shareholders
in connection with the transaction. Shareholders are urged to carefully
read the proxy statement regarding the transaction when it becomes
available, because it will contain important information. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Andina's shareholders in connection
with the transaction will be set forth in the proxy statement when it is
filed with the SEC. Information about Andina's executive officers and
directors will be set forth in the proxy statement relating to the
transaction when it becomes available. You can obtain free copies of
these and other documents containing relevant information at the SEC's
web site at
or by directing a request to the address or phone number set forth below.

Safe Harbor Language

This press release includes certain forward-looking statements,
including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on Andina's
and Lazydays' managements' current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results may
vary materially from those expressed or implied by the statements herein
due to changes in economic, business, competitive and/or regulatory
factors, and other risks and uncertainties affecting the operation of
Andina's business. These risks, uncertainties and contingencies include,
among others: business conditions; changing interpretations of GAAP;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the business
in which Lazydays is engaged; fluctuations in customer demand;
management of growth; intensity of competition from other providers of
gaming technology; general economic conditions; geopolitical events and
regulatory changes; fluctuations in currency exchange rates; the
possibility that the transaction does not close, including due to the
failure to receive required security holder approvals or regulatory
approvals or the failure of other closing conditions; and other factors
set forth in Andina's past or future filings with the Securities and
Exchange Commission ("SEC"), including the proxy statement expected to
be filed in connection with the proposed transaction. The information
set forth herein should be read in light of such risks. Further,
investors should keep in mind that certain of Lazydays' financial
results are unaudited and do not conform to SEC Regulation S-X.
Additionally, it contains a non-GAAP financial measure (Adjusted EBITDA)
and as a result such information will be presented differently in
Andina's proxy statement relating to the proposed transaction and may
fluctuate materially depending on many factors. Accordingly, Lazydays'
financial results in any particular period may not be indicative of
future results. Neither Andina nor Lazydays is under any obligation to,
and expressly disclaims any obligation to, update or alter any
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise. Andina's filings
with the SEC can be obtained, without charge, at the SEC's internet site

This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any
vote or approval, nor shall there by any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No portion of Andina's or Lazydays' websites is
incorporated by reference into or otherwise deemed to be a part of this
news release.

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