- DDC is a digital publisher and merchandiser company
running the brand DayDayCook, which is currently one of the leading
content-driven lifestyle brands for young food lovers in Asian
markets.
- DDC has launched ready-to-heat (RTH), ready-to-cook
(RTC) and plant-based food products, which bring convenience and
quality food products to the young food lovers. The Group builds
brand recognition through culinary and lifestyle content across
major social media and e-commerce platforms to promote its
products, aggregating over 3 billion video views and over 10
million orders worldwide.
- According to Guohai Securities research, the RTC market size
is expected to grow at a CAGR of 20% to reach US$150 billion in 2027, driven by structural
changes in consumer behavior and preferences. DDC is well
positioned to capture this opportunity riding on its omni-channel sales strategy spanning across
traditional e-commerce, social-commerce, and offline retailer
networks. The company also has strategic partnerships with key
manufacturers to build a strong yet nimble supply chain.
- DDC also launched plant-based products to address the rising
demand for healthier meal choices amongst consumers as well as to
promote a quality lifestyle to the company's customer base.
Increasing contribution from plant-based products both in terms of
revenue and number of stocking-keeping units is a core strategy for
DDC. This month, DDC announced a strategic investment with Proterra
Investment Partners further strengthening the company's commitment
in future plant-based business developments.
- The deal gives DDC a base enterprise value of US$300 million
and Ace and DDC will aim to raise a private investment
in public equity (PIPE) of approximately US$30-40 million. Assuming no shareholder
redemption, the combined company will receive US$46.9 million
cash from Ace's trust account.
NEW YORK, Aug. 25, 2021 /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 share exchange agreement (the
"Merger Agreement") with DDC Enterprise Limited ("DDC"), a digital
publisher and merchandiser company, providing for a business
combination that will result in DDC becoming a publicly listed
company. Upon the closing of the transactions, the parties plan to
remain NASDAQ-listed under a new ticker symbol.
DDC and its subsidiaries, i.e. the Group, is a digital publisher
and merchandiser company running the brand DayDayCook, which is
currently one of the leading content-driven lifestyle brands for
young food lovers. The main products of the Group are ready-to-heat
(RTH), ready-to-cook (RTC) and plant-based food products, which
bring convenience and quality food choices to the people. The Group
produces culinary and lifestyle content across major social media
platforms, promoting its products to attract and retain customers.
By the end of July, it had 80 million active viewers, 5 million
paid customers and two experience centres.
DDC's current management team will continue running the combined
company after the transaction.
"Today, DDC is thrilled to announce the merger with Ace in the
creation of shareholder value. With the success and experience of
the Group's entry to the RTH, RTC and plant-based products in the
market over the past two years, management expects the Group's
revenue will increase rapidly over the next few years. As market
trend dictates that RTH and RTC foods' penetration will continue to
deepen in the foreseeable future. DDC expects to further develop
its new RTH and RTC lines, and focus on plant-based products. The
proportion of the RTC and plant-based products are expected to
increase significantly in the future," said Norma Chu, Founder and CEO of DDC.
"Ace's goal has always been to build the foundation of a
successful public company via a merger. Throughout this period, we
have been looking for the best target company to merge with,
holding firmly to that standard with diligence and patience. We are
extremely proud and honored to become associated with DDC, a
company with an accomplished management team that will be as good
in creating sustainable shareholder value as they have been in
developing innovative future food culture that would bring
convenience to people's lives. 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
Under the terms of the Merger Agreement, Ace will merge with
DDC, resulting in DDC being a listed company on the Nasdaq Capital
Market. At the effective time of the transaction, DDC's
shareholders and management will receive 30 million shares of Ace's
ordinary shares. In addition, DDC shareholders will be entitled to
receive earnout consideration of up to an additional 3.6 million
shares of Ace's ordinary shares, subject to DDC achieving
certain revenue targets and share price thresholds prior to certain
future dates, as set forth in the Merger Agreement.
The Benchmark Company, LLC and Brookline Capital Markets, a
Division of Arcadia Securities, LLC are acting as financial
advisors to the Company for this transaction. DLA Piper LLP is
acting as legal advisor to Ace Global Business Acquisition Limited.
Loeb & Loeb LLP is acting as the legal advisor to DDC
Enterprise 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 DDC
DDC is a private company incorporated in the British Virgin Islands (BVI) in 2012, which
started its business in Hong Kong
and expanded its business to Shanghai, PRC in 2015, whereupon it registered
by the way of continuation in the Cayman
Islands in the same year. DDC and its subsidiaries, i.e. the
Group, is a digital publisher and merchandiser for Asian cooking
based in Hong Kong and Mainland
China. The Group mainly runs the leading content-driven lifestyle
brand, DayDayCook for young food lovers, who are seeking quality
food and convenience from ready-to-heat (RTH), ready-to-cook (RTC)
and plant-based food products. Omni-channel approach is adopted by
the Group to promote and sell their products, including online,
offline and social commerce channels. The Group also continuously
builds brand recognition and fan base through online video
contents, such as recipe video, product evaluation, live streaming
and advertising videos.
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, DDC, 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 DDC'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 DDC'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 DDC 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 DDC 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 DDC 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 DDC. Ace
and DDC caution that the foregoing list of factors is not
exclusive. Ace and DDC caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Neither Ace or DDC 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, DDC 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