Combined Company Expected to Trade on the NASDAQ Post-close under a New Ticker Symbol
HONG KONG, Aug. 26, 2021 (GLOBE NEWSWIRE) -- DayDayCook (“DDC” or the “Company”), a leading content driven direct-to-consumer brand in Hong Kong and Mainland China, announces today that it has entered into a definitive merger agreement (the “Merger Agreement”) with Ace Global Business Acquisition Limited (“Ace”) (NASDAQ: ACBA, ACBAU, ACBAW), a special purpose acquisition company, providing for a business combination that will result in DayDayCook becoming a publicly listed company. Upon closing of the transactions, the parties plan to remain NASDAQ-listed under a new ticker symbol.
As part of the transaction, Ace aims to complete a private investment in public equity (PIPE) of approximately $30-40MM, and the combined company will have a pro forma firm value of approximately $377-387MM at closing, assuming no shareholder redemption. DayDayCook will receive $46.9MM in cash from Ace’s trust account.
DayDayCook’s current management team will continue running the combined Company after the transaction.
“Today, DDC is thrilled to announce the merger with Ace to drive 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 Global’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,” said Eugene Wong, CEO of Ace. “We are excited to be a part of this merger and we look forward to working together to complete the transaction.”
DayDayCook is a digital publisher and merchandiser company, which is currently one of the leading content-driven lifestyle brands for young food lovers. The main products of DDC are ready-to-heat (RTH), ready-to-cook (RTC) and plant-based food products, which bring convenience and quality food choices to the people. DayDayCook produces culinary and lifestyle content across major social media and e-commerce platforms, promoting its products to attract and retain customers. DDC has accumulated over 3 billion video views and more than 10 million paid customers worldwide.
The RTC market size is expected to grow at 20% CAGR to reach USD 150bn in 2027, driven by structural changes in consumer behavior and preferences. DDC is well positioned to capture this opportunity, leveraging its Omni-channel sales strategy to span across traditional e-commerce, social-commerce, and offline retailer networks. The company also has strategic partnerships with key manufacturers to build a strong and nimble supply chain.
DayDayCook has 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 SKUs is a core strategy for DDC. This month, DayDayCook announced a strategic investment with Proterra, further strengthening the company’s commitment in future plant-based business developments.
Key Transaction Terms
Under the terms of the Merger Agreement, Ace will acquire 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 common stock. In addition, DDC shareholders will be entitled to receive earn-out consideration of up to an additional 3.6 million shares of Ace’s common stock, subject to DDC achieving certain share price thresholds and revenue targets 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 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.
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.
DayDayCook is a leading content driven direct-to-consumer brand in China with millions of active viewers and paid customers nationwide. DayDayCook’s vision is to inspire Gen-Z consumers to enjoy cooking and discover a better lifestyle through convenient and healthy product offerings. DayDayCook creates video content with more than 1.4B views globally. Besides fun cooking videos, DayDayCook also offers a full suite of healthy and convenient ready-to-cook meal solutions serving millions of customers each year in Chinese Mainland and Hong Kong.
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. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus on operating businesses in the gaming and e-commerce sectors in the Greater China, Japan and Southeast Asia regions.
Forward Looking Statement
This document (“Document”) is being provided to recipients solely for information purpose and it is not intended to form the basis of any investment decision or any decision in relation to a transaction involving DDC Enterprise Limited (the “Company”) and/or any of its subsidiaries and/or affiliates (collectively, the “Group”). This Document does not constitute or contain an offer or invitation or solicitation for the sale or purchase of securities or any interest in the Group and neither this Document nor anything contained herein shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Neither the information contained in this press release, nor any further information made available by the Group or any of its directors, officers, partners, employees, agents, representatives or advisors will form basis of or be construed as a contract or any other legal obligation.
Interested parties should conduct their own investigation and analysis of the Group, financial condition and prospects, and of the data set forth in this Document. None of the Group, or its subsidiaries, shareholders or other affiliates, or any of their respective directors, officers, partners, employees, agents, representatives or advisors, make any representation or warranty, express or implied, as to the accuracy or completeness of this Document or the information contained in, or for any omissions from, this Document or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Group. In furnishing this Document, the Group does not undertake any obligation to provide the recipient with access to any additional information or to update this Document or to correct any inaccuracies therein which may become apparent. This Document shall neither be deemed an indication of the state or affairs of the Group nor constitute an indication that there has been no change in the state or affairs of the Group since the date thereof or since the dates as of which information is given in the Document.
This Document may contain certain statements, estimates, targets, forecasts and projections with respect to the Group, including certain financial forecasts. Any such information is subjective and would necessarily be prepared based upon certain assumptions and analysis of information available at the relevant time and may not prove to be correct. Accordingly, there is no representation, warranty or assurance of any kind, express or implied, that any such information will be correct or that any such statements, estimates, targets, forecasts or projections will be realized. This Document may also contain forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward looking statements through the use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements are subject to risks and uncertainties that may cause actual future experience and results to differ materially from those discussed in these forward looking statements. Important factors that might cause such a difference include, but are not limited to, the timing, cost and uncertainty of the Group’s business initiatives and the Group's ability to develop and monetize its business. None of the members of the Group undertake any obligation to release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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).
Senior Equity Research Analyst
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