Filed by Aldel Financial Inc. pursuant
to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject
Company: Aldel Financial Inc.
Commission File No. 001-40244
The following is a transcript of a recorded webcast
presentation made available by Aldel Financial Inc. and The Hagerty Group, LLC beginning on August 18, 2021.
Hagerty and Aldel Financial Investor Webcast
August 18,, 2021
Good day, and welcome to the Hagerty and Aldel
Financial merger announcement conference call. The information discussed today is qualified in its entirety by the Form 8-K, including
the related exhibits, that has been filed today by Aldel Financial which may be accessed on the SEC’s website. In conjunction with
today’s discussion, please see the investor presentation furnished as an exhibit to the Form 8-K to follow along and carefully review
the disclaimers included therein.
Please note that a Q&A session will not be
conducted as part of today’s presentation. Also, statements made during this call may contain forward-looking statements, which
are inherently subject to risks, uncertainties and other factors that could cause our actual results to differ from historical results
and/or from our forecast, including those in Aldel Financial’s Form 8-K filed today.
For more information, please refer to the risks,
uncertainties and other factors discussed in Aldel Financial’s SEC filings. All cautionary statements that we make during this call
are applicable to any forward-looking statements we make. You should carefully consider the risks, uncertainties and other factors discussed
in Aldel Financial’s SEC filings. Do not place undue reliance on forward-looking statements. Aldel Financial and Hagerty take no
responsibility to update any forward-looking statements.
During today’s call, there will also be
a discussion of some items that do not conform to U.S. generally accepted accounting principles, such as EBITDA. Aldel Financial has reconciled
these items to the most comparable GAAP measures in the appendix to the investor presentation filed with the Form 8-K.
Participating in today's call are Aldel Financial
Chairman and CEO Rob Kauffman, Hagerty Founder and CEO McKeel Hagerty and Hagerty CFO Fred Turcotte.
With that, I would like to turn the call over
to Rob Kauffman. Please go ahead.
Rob
Kauffman, Chairman and CEO, Aldel Financial
Today we would like to announce our intention
to enter into a business combination between Hagerty and Aldel.
We couldn’t be more excited to partner with
the Hagerty team. And help continue to drive the Company’s growth as a leading specialty insurance provider for the global automotive
enthusiast market.
When we formed Aldel, our strategy was to make
a significant investment ourselves alongside our investors, and identify a business combination that we thought would benefit from our
experience and strategic guidance.
We believed that in doing so, we will be able
to assist in creating long-term value for both ourselves and our shareholders.
Today, along with McKeel and Fred from the Company,
I want to share some of the reasons we believe that the Hagerty / Aldel combination is a great opportunity.
Firstly, the principals of both companies have
deep knowledge of the enthusiast/collector automotive industry.
We feel that Aldel’s capital markets and
public company experience will be beneficial to the Hagerty management team.
Also, we have strategic shareholders that are
influential in the automotive sector, who will help expand our reach and can enhance the Hagerty automotive enthusiast ‘ecosystem.’
The deal has been designed to align interests
and drive long-term value for shareholders. The relatively modest size of the Aldel SPAC combined with a more robust PIPE portion results
in a capital structure that delivers the liquidity Hagerty sought, while reducing costs and dilution.
And finally, our interests are strongly aligned.
I have personally committed approximately $40 million to the transaction, including an additional $20 million in the PIPE investment.
The Hagerty family will be retaining approximately 64% of their holdings, and 52% of the company proforma this transaction.
A bit more about Hagerty itself. Hagerty is a
leading specialty insurance provider for the automotive enthusiast market. The company is a scaled player in a large but still fragmented
market. In the US alone there are an estimated 43 million registered insurable collectible cars. Hagerty insures approximately 2 million,
of which 1.8 million are in the US, or about 4% of those cars today.
They have a Net Promoter Score of 84 – which
is approximately twice the insurance industry average, and a 90% customer retention rate – which are very high marks for almost
any business. An attractive lifetime value to customer acquisition cost ratio of over 10, and a low 41% historical loss ratio.
Car people tend to like and take care of their
cars, which really sets the Hagerty business model apart from others, which these numbers I think clearly demonstrate.
Growth wise, the company has and continues to
gain significantly from a combination of both organic and contractual expansion. They have a unique partnership model with most of the
largest insurance carriers in the space.
This is demonstrated by their compound annual
revenue growth rate of 29% for the past three-years; and they are projected to grow about 27% through 2025.
And we expect EBITDA to grow to approximately
$322 million by 2025 as well. And as I already mentioned, the founding family will maintain a significant stake in the business.
The Hagerty story fits well with Aldel for a number
of reasons.
Our team at Aldel has strong connections in the
passion automotive space, as well as in the finance and insurance industries, which we feel will be a value add to the Hagerty.
Also, in addition to serving on the Hagerty board,
I have made other private investments in the automotive space, and personally am a Hagerty client – so I have first-hand customer
experience.
Lastly, our capital markets experience will aid
not only the de-SPAC process, but also Hagerty as it matures as a public company.
Now would like I want to walk you through a few
key financial points.
The transaction is expected to deliver up to $820
million of proceeds to the combined company on a gross basis, including the contribution of up to $116 million of cash held in Aldel’s
trust account from its IPO in April of this year.
This combination is supported by a $704 million
PIPE investment pool, led by strategic partners Markel and State Farm and strong participation from a number of other top tier institutional
and High Net Worth Investors.
Additionally, all PIPE investors will receive
18% warrant coverage, with an $11.50 strike and 5-year term.
Existing Aldel shareholders will roll 100 percent
of their equity into the combined company. Available cash from the trust account and retained transaction proceeds are subject to any
redemptions by public shareholders of Aldel and payment of transaction expenses.
After payment of fees and secondary proceeds to
the selling shareholders, the Company anticipates closing the transaction with approximately $275 million of additional cash on its balance
sheet to fund growth initiatives.
This results in a pro forma firm value of $3.13 billion, and implies
a market capitalization of about $3.35 billion.
Lastly, over 40% of Aldel’s shareholders
have signed voting agreements in favor of the Transaction and the minimum cash condition have been satisfied via the PIPE, so the Transaction
should close relatively quickly once regulatory approvals are obtained. We are anticipating a late November or early December closing
date.
Just a few more highlights that McKeel and Fred
will elaborate on.
Although Hagerty is much larger than any of its
direct competitors, it has a relatively small share of a large market – both in terms of vehicles insured and available premium to be
written of approximately 4%.
The Hagerty family founded the business three
decades ago and will maintain its strong leadership position and continue to grow the Company.
Their unique membership model has led to a loyal
and sticky customer base, as measured by a high Net Promoter Score of 84 versus the auto insurance industry average of about 39; their
customer retention rate of 90% and low average loss ratios of 41% over the past three years.
They have multiple distribution channels, which
gives them a competitive advantage in customer acquisition. And a real orientation toward using data in a smart way.
And finally, a strong track record of delivering
growth - with 29% revenue growth over the past 3 years.
Before I turn the call over to McKeel, I’d
like to hit on valuation briefly.
From a transaction perspective, the Firm Value
multiple is 2.8 times 2023 revenue estimates, and 18.3 times 2023 projected EBITDA.
We think Hagerty’s valuation is very attractive
for a company with this rate of growth and cashflow profile.
We also believe this compares quite favorably
with both comparable companies and on an absolute basis, which I will get into a bit later in the presentation
Now I’ll turn it over to McKeel Hagerty,
Founder and CEO of Hagerty.
McKeel
Hagerty, Founder and CEO, Hagerty
Thanks Rob.
Our mission at Hagerty is to “save driving
and car culture for future generations.”
When we say saving driving, we don’t mean
‘saving commuting’ – the monotonous process of getting from Point A to Point B. We mean driving for fun. For joy. For adventure.
For escape. And for that wonderful sense of both freedom and control you get only behind the wheel.
That’s what Hagerty is all about. And we
believe it is this passion that both drives us and sets us apart.
I would like to spend a few minutes familiarizing
you with what we believe makes Hagerty unique.
Three decades ago, Hagerty began by providing
Specialty insurance for wooden boats, and then expanded into vintage cars and all sorts of vehicles from trucks to motorcycles to newer
high-performance vehicles. To reach our clients at an emotional level, we developed a membership subscription model, starting with specialized
roadside assistance, magazines and digital media, valuation resources, driving experiences, educational support and more.
Today, we are a leading specialty insurance provider
focused on the automotive enthusiast market. Everything we do begins and ends with the love of the
automobile and passion for driving that we share with tens of millions of auto lifestyle enthusiasts.
There are three core elements to our business:
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Omni-channel insurance distribution
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Risk management and reinsurance
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Subscription and membership programs
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Together, we believe these integrated offerings
create compelling advantages and opportunities for Hagerty.
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Our omni-channel distribution model positions Hagerty to engage directly with consumers, with our broker
and agent partners, as well as through strategic partnerships with large insurance carriers.
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Our captive Reinsurance subsidiary efficiently leverages Hagerty’s stable pricing and underwriting
economics with the goal of creating steady, consistent cash flow.
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Our membership and subscription programs create multiple points of economic capture, additional recurring
revenue streams, and an immersive platform to engage with enthusiasts and promote the passion for driving.
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Underpinning all of this is the Hagerty Flywheel,
which represents the elements that we believe need to work in concert to reduce friction, accelerate our pace and to maximize engagement
with our members.
In our Flywheel, the member is at the center of
what we do – we strive to create life-long fans.
We are strategically building an automotive lifestyle
brand. This helps us to directly engage enthusiasts, identify and retain our strategic partners, and to attract new talent.
We aim to be a leader in every field related to
car enthusiasts – live events, media, digital user experiences, and of course insurance.
We believe that if we successfully deliver on
these objectives, our Flywheel will spin faster and with less friction…and result in loyal users, high retention rates, and predictable
contractual revenue growth.
I want to share our view on the large and expanding
total addressable market for Hagerty:
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We estimate that there are more than 500 million
people globally who express an interest in cars and approximately 69 million automotive enthusiasts in the United States.
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Within that, there are an estimated 43 million
insurable collector vehicles in the US. This is based on proprietary data modeling that allows us to target vehicle owners down to the
community level.
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This represents a $12 to $15 billion dollar total
addressable insurance premium market.
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Although our number of members at 1.8 million
is impressive, we have an incredible market opportunity before us.
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There are several secular trends in play to drive
continued growth across the market…from early 2000s cars becoming modern collectibles to the increasing focus on collectible cars
as an asset class.
We have a deeper market penetration in pre-1981
classics because that is where the business started, but a significant part of our new business comes from post 1981 collectibles.
We would note that the U.S. car enthusiast community
is widely diverse in terms of interests – obviously you have classic car people, but there are also exotic car owners, motorcycle
riders, racing enthusiasts, off-roaders, and the list goes on.
We are targeting each of these segments with specific
engagement programs and offerings.
It is also notable that further international
expansion has the potential to nearly double our total addressable market over the long term.
Our membership model was created with the unique
needs of car lovers in mind. For our members, our unique approach means that they think about us as way more than just providing insurance.
Our largest membership offering, the Hagerty Drivers
Club, today has over 675,000 paid members, and an additional 1.1 million “freemium” members.
Today, we own or sponsor more than 2,500 automotive
events annually, including our recently acquired events like the Amelia Island Concours d’Elegance.
Additionally, we are regularly adding to an expanding
automotive media content platform that includes the second-largest automotive magazine by audited circulation, and proprietary YouTube
content that has been viewed over 330 million times in the past year.
And Hagerty’s market-leading valuation tools
help keep our members informed every day with the most complete valuation database in the market.
All of these elements combine to drive loyalty
and retention by engaging, entertaining, and connecting with members in many more ways than through regular insurance transactions.
Our omni-channel distribution of Hagerty’s
insurance services is a strategic advantage that allows us to unlock the entire total addressable market and to engage with our members.
There are three distribution components to our
revenue generation:
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First, 45% of our commission revenue on sales of insurance policies are generated through direct distribution,
where our membership model initiates a significant percentage of new business flow.
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Second, 32% of our sales are through our agency and broker channel
where we engage with over 45,000 agents and brokers, as well as all 10 of the top 10 brokers by insurance revenue.
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And finally, 23% of sales are through our national insurance distribution partners. Today, we have partnerships
with 9 of the top 10 auto insurers. The percentage of revenue from our national insurance distribution partners will grow over time as
we generate revenue from newly formed, long-term partnerships such as the one we recently announced with State Farm.
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Our approach to revenue generation supports multiple
recurring revenue streams with:
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fees generated from membership subscriptions,
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commissions as a managing general agent,
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and quota share underwriting income from our captive, single cell reinsurance subsidiary.
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We manage risk and pricing deliberately and employ
tremendous discipline to our underwriting policy. We understand our insurance clients, their usage trends and their cars. The result is
an average loss ratio of 41% over the past three years.
This compares extremely favorably to the overall
auto insurance industry average of 70% and an overall homeowners’ insurance industry average of 71%.
Our insurance business model is simple. For example,
in the United States, Hagerty underwrites and then places the polices with a highly rated insurance company.
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Approximately 42% of the average $300 policy is retained by Hagerty in the form of commissions and fees.
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In certain circumstances, we compensate our agent and broker partners through a commission for their services.
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In addition, our captive reinsurance company captures additional underwriting profit through our contractual
quota share arrangements.
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In 2021, we capture 60% of the underwriting profit, which grows to 70% next year and 80% in 2023 and the
years thereafter.
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And With that, I’ll turn it over to Fred
for the Financial Overview.
Fred
Turcotte, Chief Financial Officer, Hagerty
Thanks, McKeel.
Our unique member model and omni-channel distribution
results in excellent revenue growth.
The vast majority of our revenue is tied to premiums,
and we also generate revenues from membership fees in the high-single digits as a percentage of overall revenues. As we grow both aspects
of the business, we expect those percentages to remain similar over the next several years.
The plan to grow premiums is the same playbook
we have run historically. Our direct business has significant room for growth. We will expand and deepen our National Partner relationships.
And we will continue to engage with our broker and agent partners to engage their networks with our differentiated product offerings.
Our revenue growth is driven by a combination
of organic and contractual growth. As you can see from the illustration on slide 21, our robust continued new business organic growth
and our consistent, 90% policy retention rates help fuel our growth through the projection period for both our MGA commissions and fees
and from our quota share percentage of underwriting reinsurance premium.
As McKeel mentioned, our quota share will grow
contractually from 60% this year to 80% in 2023 and years thereafter. We estimate that revenue resulting from this contractual quota share
increase will represent 12% of our overall revenue in 2025.
Lastly, with the advent of partnerships with State
Farm and Project Pershing over the projection period, we anticipate significant incremental growth beginning in 2022.
Taken together, we project more than doubling
our estimated 2021 revenue of $626 million during the projection period at an overall compound annual growth rate of 27%.
We have been purposeful and deliberate in our
investment strategy at Hagerty and will continue to plan for our growth in this way. We have invested significantly to build a member-first
infrastructure that can support the large amounts of growth we anticipate in the projection period.
We achieved a 29% compound annual growth rate
on EBITDA in the three-year period from 2018 to 2020. While the percentage growth was strong, the dollar amount of EBITDA was impacted
by infrastructure investments to prepare for growth. We have illustrated the impact of that continued investment in 2021 and 2022 on our
projected margin and EBITDA dollars.
We expect that our EBITDA growth rate will rise
through 2025 as we continue to onboard several large national distribution partnerships, like State Farm and Project Pershing, and as
we begin to leverage the significant scale investments we made in the business over the past three years.
From a margin perspective, we expect incremental
revenue to begin to drive EBITDA margin expansion from about 6% this year to 10% in 2022, and then 15% in 2023, further growing to a margin
of 20% in 2025.
With that, I want to turn the call back to Rob
so he can discuss some of the operating benchmarks and comparables that Aldel used when assessing Hagerty as a merger partner.
Rob
Kauffman, Chairman and CEO, Aldel Financial
Thanks Fred.
As I shared earlier, we believe that Hagerty is
attractive as a merger partner because of its financial track record and strong contractual relationships that leave it primed for future
growth.
There is no natural comparative public company
for Hagerty in our view – I think that can be a good thing because it means you are doing something different from everyone else.
However, we used two types of companies, higher
growth distribution businesses and higher growth carriers, as we have similarities to both.
On the one hand, Hagerty has stable free cash
flow and a capital light model similar to other insurance distribution businesses. On the other, Hagerty’s revenue growth and risk
retention resembles the elements of number of the high growth insurance carriers. You will see our EBITDA multiple and price to growth
compare favorably, as well as our revenue multiple and revenue growth rates.
To try to get a better sense of valuation on an
absolute basis, here we tried look at what our forward EBITDA multiple would look like assuming our current buy in valuation, and we continue
to execute our plan over the next couple of years.
If you look 2 or 3 years out, we essentially own
the business at about 10 times effective cashflow. Which, when you consider both the organic and contractual growth rate, plus the stable
cash flow profile and low debt structure, I think that’s quite attractive.
Also, if you look at price to growth rates, we
compare favorably to a number of our peers.
With that, I’d like to turn back the call
to McKeel for a wrap up.
McKeel
Hagerty, CEO, Hagerty
Thanks Rob.
We are thrilled to partner with Rob and the Aldel
team. They bring extensive expertise and strategic relationships in the automotive, insurance and financial sectors that will be a key
strategic advantage for Hagerty.
We believe this transaction will help us accelerate
Hagerty’s many growth opportunities and to build the best automotive enthusiast brand in the world and to help us save driving and
car culture for future generations.
And I hope you will join us on this mission.
Thank you for joining us today.
Important
Information and Where To Find It
In connection
with the proposed Business Combination described herein, Aldel intends to file relevant materials with the SEC, including a Registration
Statement on Form S-4, that includes a preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final
prospectus. Promptly after filing its definitive proxy statement with the SEC, Aldel will mail the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF ALDEL ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT ALDEL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALDEL,
HAGERTY AND THE BUSINESS COMBINATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in
connection with the transaction (when they become available), and any other documents filed by Aldel with the SEC, may be obtained free
of charge at the SEC’s website (www.sec.gov).
Participants
in the Solicitation
Aldel
and its directors and executive officers may be deemed participants in the solicitation of proxies from Aldel’s stockholders with
respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in Aldel will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information
regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available.
Information about Aldel’s directors and executive officers and their ownership of Aldel common stock is set forth in Aldel’s
prospectus, dated April 12, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing.
Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated
above.
Hagerty
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Aldel in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.
Forward-Looking Statements
This communication
contains certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,”
“believe,” “expect,” “will,” “shall,” “may,” “anticipate,”
“estimate,” “would,” “positioned,” “future,” “forecast,”
“intend,” “plan,” “project,” “outlook” and other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include,
among others, statements made in this communication regarding the proposed transactions contemplated by the Business Combination
Agreement and the Subscription Agreements, including the benefits of the Business Combination, integration plans, expected synergies
and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the
expected management and governance of the combined company, and the expected timing of the Business Combination. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on Aldel’s and
Hagerty’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of
which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual
results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the
following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business
Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against Aldel or Hagerty following the
announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the
proposed Business Combination, including due to failure to obtain approval of the stockholders of Aldel and Hagerty, certain
regulatory approvals, or satisfy other conditions to closing in the Business Combination Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause
the transaction to fail to close; (5) the failure to meet the minimum cash requirements of the Business Combination Agreement due to
Aldel stockholder redemptions and the failure to obtain replacement financing; (6) the inability to complete the concurrent PIPE;
(7) the failure to meet projected development and production targets; (8) the impact of COVID-19 pandemic on Hagerty’s
business and/or the ability of the parties to complete the proposed Business Combination; (9) the inability to obtain or maintain
the listing of Aldel’s shares of common stock on The New York Stock Exchange following the proposed Business Combination; (10)
the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and
consummation of the proposed Business Combination; (11) the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the ability of Hagerty to grow and manage growth profitably,
and retain its key employees; (12) costs related to the proposed Business Combination; (13) changes in applicable laws or
regulations; (14) the possibility that Aldel or Hagerty may be adversely affected by other economic, business, and/or competitive
factors; (15) risks relating to the uncertainty of the projected financial information with respect to Hagerty; (16) risks related
to the organic and inorganic growth of Hagerty’s business and the timing of expected business milestones; (17) the amount of
redemption requests made by Aldel’s stockholders; and (18) other risks and uncertainties indicated from time to time in the
final prospectus of Aldel for its initial public offering dated April 12, 2021 filed with the SEC and the Registration Statement on
Form S-4, that includes a preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final
prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in
Aldel’s other filings with the SEC. Aldel cautions that the foregoing list of factors is not exclusive. Aldel and Hagerty
caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Aldel and
Hagerty do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such
statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable
law. Neither Hagerty nor Aldel gives any assurance that either Hagerty or Aldel, or the combined company, will achieve its
expectations.
No Offer or Solicitation
This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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