Combined Company Expected to Trade on the NASDAQ Post-close
under a New Ticker Symbol
- LE Worldwide Limited ("LE") is a key component
provider of data-enabled greenhouse farming solutions.
- LE and its parent have multi-generational expertise
in Light-Emitting Diode (LED) technology, with one of the
largest LED product manufacturing and research facilities in
Asia.
- More recently, LE has seen success in development and sales
of LED agricultural grow lights, and is expanding its portfolio of
Controlled Environment Agriculture (CEA) offerings to become a
major player in the smart
horticulture industry.
- As part of the transaction, Ace is seeking to secure cash
proceeds exceeding US$20 million from
a private investment in public equity (PIPE), and the
company will have a pre-money enterprise value of
approximately US$150 million at closing.
NEW
YORK, Dec. 23, 2022 /PRNewswire/ -- Ace
Global Business Acquisition Limited ("Ace") (NASDAQ: ACBA, ACBAU,
ACBAW), a special purpose acquisition company, announced today
that it has entered into a definitive merger agreement (the "Merger
Agreement") with LE Worldwide Limited ("LE"), a key component
provider of data-enabled greenhouse farming solutions, providing
for a proposed business combination that, if consummated, will
result in LE becoming a publicly listed company. Subject to the
terms and conditions set forth in the Merger Agreement, upon the
closing of the transactions, the parties plan to remain
NASDAQ-listed under a new ticker symbol.
LE and its parent, subsidiaries, and affiliated companies, i.e.
the Group, has multi-generational expertise in Light-Emitting Diode
(LED) technology, with one of the largest LED product manufacturing
and research facilities in Asia.
The main products of the Group are consumer and commercial LED and
lighting solutions that integrate with the Internet of Things (IoT)
and smart city projects.
LE's current management team is currently expected to continue
running the combined company after the transaction.
"LE is thrilled to announce the merger with Ace and its debut on
the NASDAQ. As a company with generations worth of track record in
the lighting industry, the company's recent success in the LED
horticultural grow lights market has allowed us to expand our
offerings to become an integrated provider of Controlled
Environment Agriculture ("CEA") ecosystems. The contribution of
data-related smart infrastructure towards the company's revenue mix
is expected to increase significantly in the future," said Teddy
Lo, CEO of LE.
"Ace's goal has always been to build the foundation of a
successful public company, holding firmly to values such as
diligence and patience within the due process. We are extremely
proud and honored to become associated with LE, a company with an
accomplished management team which supports agriculture in times of
rising production requirements globally. We are excited to be a
part of this merger and we look forward to working together to
complete the transaction," said Eugene
Wong, CEO of Ace.
Key Transaction Terms
Subject to the terms and conditions set forth in the BCA, under
the terms of the Merger Agreement, Ace will merge with and into
ACBA Merger Sub I Limited, a British
Virgin Islands business company and wholly owned subsidiary
of the Ace (the "Purchaser"), such that Purchaser will be the
surviving entity (the "Reincorporation Merger"). Immediately
following the Reincorporation Merger, the Parties of the Agreement
shall effect a merger of ACBA Merger Sub II Limited, a British Virgin Islands business company and
wholly owned subsidiary of Purchaser (the "Merger Sub"), formed for
the sole purpose of merging with and into LE in which LE will be
the surviving entity and a wholly owned subsidiary of Purchaser
(the "Acquisition Merger"). Upon the closing of the Acquisition
Merger, each share of Purchaser common stock will be entitled to
one (1) vote on all matters subject to vote at general and special
meetings of the post-business combination company.
Upon the Acquisition Merger becoming effective, the Purchaser
shall pay an aggregate consideration of $150,000,000 to the Company's shareholders which
shall be issued and divided into $10.00 per Ordinary Share of the Purchaser.
As part of the transaction, Ace will aim to secure cash proceeds
exceeding US$20 million from a
private investment in public equity (PIPE), and the company will
have a pre-money enterprise value of approximately US$150
million at closing.
DLA Piper LLP (US) is acting as legal advisor to Ace Global
Business Acquisition Limited. Loeb & Loeb LLP is acting as the
legal advisor to LE Worldwide Limited.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the Merger
Agreement relating to the transaction, a copy of which will be
filed by Ace with the SEC as an exhibit to a Current Report on Form
8-K.
About LE
LE is a private company incorporated in the British Virgin Islands. The Group, which
originated as a light bulb manufacturer in Southern China in the 1940s, has become a
leading Light-Emitting Diode (LED) business conglomerate with
headquarters in Hong Kong. LE is
currently focusing on expanding its business into data-driven
systems in Controlled Environment Agriculture (CEA), aiming to
encompass an AG 4.0 ecosystem of offerings starting with the
greenhouse farming space.
About Ace Global Business Acquisition Limited
Ace Global Business Acquisition Limited is a British Virgin Islands company incorporated as
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.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Ace, LE, and their respective affiliates, from
time to time may contain, "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Ace's and LE's actual results may
differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "might" and "continues," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Ace's and LE's expectations with respect to future
performance and anticipated financial impacts of the business
combination, the satisfaction of the closing conditions to the
business combination and the timing of the completion of the
business combination. These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from expected results. Most of these factors
are outside the control of Ace or LE and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed business combination; (2) the
outcome of any legal proceedings that may be instituted against Ace
or LE following the announcement of the Merger Agreement and the
transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain
approval of the shareholders of Ace or other conditions to closing
in the Merger Agreement; (4) delays in obtaining or the inability
to obtain necessary regulatory approvals (including approval from
insurance regulators) required to complete the transactions
contemplated by the Merger Agreement; (5) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the
transaction to fail to close; (6) the inability to obtain or
maintain the listing of the post-acquisition company's ordinary
shares on NASDAQ following the business combination; (7) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the business combination; (10) changes in
applicable laws or regulations; (11) the possibility that LE or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; and (12) other risks and
uncertainties to be identified in the Form S-4 filed by Ace (when
available) relating to the business combination, including those
under "Risk Factors" therein, and in other filings with the
Securities and Exchange Commission ("SEC") made by Ace and LE. Ace
and LE caution that the foregoing list of factors is not exclusive.
Ace and LE caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Ace or LE 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.
The information contained in any website referenced herein is not,
and shall not be deemed to be, part of or incorporated into this
press release.
Important Information
Ace Global Business Acquisition Limited ("Ace"), and their
respective directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of
proxies from the holders of Ace ordinary shares in respect of the
proposed transaction described herein. Information about Ace's
directors and executive officers and their ownership of Ace's
ordinary shares is set forth in Ace's Annual Report on Form 10-K
filed with the SEC, 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 Form S-4 pertaining to
the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated
below.
In connection with the transaction described herein, Ace will
file relevant materials with the SEC including a Registration
Statement on Form S-4. Promptly after the registration statement is
declared effective, Ace will mail the proxy statement/prospectus
and a proxy card to each stockholder entitled to vote at the
special meeting relating to the transaction. INVESTORS AND SECURITY
HOLDERS OF ACE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTION THAT ACE WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ACE, LE AND THE TRANSACTION. The proxy
statement/prospectus and other relevant materials in connection
with the transaction (when they become available), and any other
documents filed by Ace with the SEC, may be obtained free of charge
at the SEC's website (www.sec.gov).
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SOURCE Ace Global Business Acquisition Limited