2022-12-23 | NDAK:ACBA | Announcement | Daily News Byte

2022-12-23 |  NDAK:ACBA |  Announcement

 | Daily News Byte


The combined company is expected to trade on the NASDAQ after closing under the new ticker symbol

  • LE Worldwide Limited (“LE”) is a key component provider of data-enabled greenhouse farming solutions.
  • LE and its parent have multigenerational expertise in light emitting diode (LED) technology.with one of the largest production and research facilities of LED products in Asia.
  • Recently, LE has achieved success in developing and selling LED lights for agriculture, and is expanding its portfolio of offerings in controlled agriculture (CEA) to become a major player in smart horticulture industry.
  • As part of the transaction, Ace seeks to secure excess cash proceeds 20 million US dollars from private investment in public capital (PIPE)and the company will have a pre-money enterprise value of approximately US$150 million at closing.

NEW YORK, December 23, 2022 /PRNevsvire/ — Ace Global Business Acquisition Limited (“Ace”) (NASDAQ: ACBA, ACBAU, ACBAV), 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 supplier of key components of data-enabled greenhouse growing solutions, provided by the proposed business combination which, if realized, will result in LE becoming a listed company. In accordance with the terms and conditions set forth in the Merger Agreement, upon closing of the transactions, the parties plan to remain on the NASDAQ list under the new symbol.

LE and its parent, subsidiary and associated companies, i.e. the Group, have multi-generational expertise in light-emitting diode (LED) technology, with one of the largest LED product manufacturing and research facilities in the Asia. The Group’s main products are consumer and commercial LED and lighting solutions that integrate with Internet of Things (IoT) and smart city projects.

LE’s current management team is expected to continue to lead the combined company following the transaction.

“LE is excited to announce the merger with Ace and its NASDAQ debut.” As a company with generations worth of experience in the lighting industry, the company’s recent success in the LED horticultural lighting market has allowed us to expand our offering to become an integrated provider of Controlled Agriculture Ecosystem (“CEA”). The contribution of data-connected smart infrastructure to 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 foundations of a successful public company, firmly adhering to values ​​such as diligence and patience within a prescribed process.” We are extremely proud and honored to be associated with LE, a company with a successful management team supporting agriculture at a time of growing production demands on a global scale. We are excited to be a part of this merger and look forward to working together to complete the transaction,” he said Eugene WongCEO of Ace.

Key terms of the transaction

Subject to the terms and conditions set forth in the BCA, pursuant to the terms of the Merger Agreement, Ace will merge with and into ACBA Merger Sub I Limited, and British Virgin Islands business and a wholly-owned subsidiary of Ace (the “Buyer”), so that the Buyer will be the surviving entity (the “Reincorporation Merger”). Immediately following the Reincorporation Merger, the Parties to the Agreement will effectuate the merger of ACBA Merger Sub II Limited, a British Virgin Islands business and wholly owned subsidiary of Buyer (the “Merger Subsidiary”), formed for the sole purpose of merging with and into LE in which LE will be the surviving entity and wholly owned subsidiary of Buyer (the “Merger”). Upon closing of the Acquisition Merger, each share of Buyer’s common stock will be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the Company following the Merger.

When the merger of the acquisition becomes effective, the Purchaser will pay a total consideration of 150,000,000 dollars to the shareholders of the Company which will be issued and distributed to $10.00 according to the Customer’s regular action.

As part of the transaction, Ace will seek to secure excess cash proceeds 20 million US dollars from a private investment in public equity (PIPE), and the company will have a pre-cash enterprise value of approximately USD 150 million at closing.

DLA Piper LLP (USA) is acting as legal advisor to Ace Global Business Acquisition Limited. Loeb & Loeb LLP is acting as legal advisor to LE Worldwide Limited.

The description of the transaction contained herein is a summary only and is qualified in its entirety by reference to the Merger Agreement relating to the transaction, a copy of which Ace will file with the SEC as an exhibit to the Current Report on Form 8-K.

About LE

LE is a private company founded in British Virgin Islands. The group, which was created as a manufacturer of light bulbs in South China In the 1940s, it became a leading light emitting diode (LED) business conglomerate headquartered in Hong Kong. LE is currently focusing on expanding its business to data-driven systems in controlled environmental agriculture (CEA), with the aim of encompassing the AG 4.0 ecosystem of offerings starting with the greenhouse agricultural space.

About Ace Global Business Acquisition Limited

Ace Global Business Acquisition Limited is a British Virgin Islands a company established as a blank check company for the purpose of entering into a merger, exchange of shares, acquisition of assets, purchase of shares, recapitalization, reorganization or similar business combination with one or more companies or entities.

Forward-looking statements

This press release contains, and certain oral statements made by representatives of Ace, LE and their affiliates may, from time to time, contain “forward-looking statements” within the meaning of the “safe harbor” provisions of private securities litigation Reformski act of 1995. Ace’s and LE’s actual results may differ from their expectations, estimates and projections and accordingly, 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,” “anticipates,” “potential,” “may” 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 regarding the future performance and expected financial effects of the business combination, the satisfaction of the closing conditions of 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 those expected. Most of these factors are beyond 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 circumstance that could result in the termination of the Merger Agreement in connection with the proposed business combination; (2) the outcome of any legal proceedings that may be brought against Ace or LE following the announcement of the Merger Agreement and the transactions contemplated thereby; (3) the inability to complete the business combination, including due to the inability to obtain Ace stockholder approval or other closing conditions in the Merger Agreement; (4) delays in obtaining or inability to obtain necessary regulatory approvals (including approvals 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 lead to the termination of the Merger Agreement or could otherwise cause the transaction to fail; (6) impossibility of obtaining or maintaining a listing of the company’s common shares after acquisition on NASDAQ following a business combination; (7) the risk that the business combination will disrupt current plans and operations as a result of the announcement and completion of the business combination; (8) the ability to recognize the expected benefits of a business combination, which may be affected by, among other things, competition, the combined company’s ability 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) in connection with the business combination, including those under “Risk Factors” therein, and in other filings with the Securities and Exchange Commission from values ​​(“SEC”) made by Ace and LE. Ace and LE caution that the preceding list of factors is not exclusive. Ace and LE caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Neither Ace nor LE assumes or accepts any duty or obligation to publicly update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any which such statement, subject to applicable law. Information contained on any website referred to herein is not, and shall not be deemed to be, a 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 holders of Ace common stock in connection with the proposed transaction described herein. Information about Ace’s directors and executive officers and their ownership of Ace’s common stock is set forth in Ace’s Annual Report on Form 10-K filed with the SEC, as amended or supplemented by any Form 3 or 4 that has been filed with the SEC as of the date of such filing. Other information regarding the interests of the proxy participants will be included in the Form S-4 relating to the proposed transaction when they become available. These documents can be obtained free of charge from the sources listed 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 a proxy statement/prospectus and proxy card to each stockholder entitled to vote at the special meeting in connection with the transaction. ACE INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENT THEREOF) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT ACE WILL PROVIDE FOR THE SAME. TRANSACTION. The proxy statement/prospectus and other relevant materials relating to the transaction (when they become available), as well as all other documents filed by Ace with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).

Cision See original content: https://www.prnevsvire.com/nevs-releases/ace-global-business-ackuisition-limited-announces-proposed-merger-agreement-vith-le-vorldvide-limited-301709571.html

SOURCE Ace Global Business Acquisition Limited


Source link