DDC Enterprise Limited (the “Company” or “DDC”), a digital
publisher and merchandising company that owns and operates the
brand DayDayCook, and Ace Global Business Acquisition Limited
(“Ace”) (NASDAQ: ACBA, ACBAU, ACBAW), a special purpose acquisition
company (“SPAC”), announced today that Ace has filed a preliminary
proxy statement with the U.S. Securities and Exchange Commission
(“SEC”) in connection with the previously announced business
combination transaction between DDC and Ace . (the “Business
Combination”).
While the information in the filed preliminary
proxy statement is subject to change, it provides important
information about Ace’s proposed Business Combination with DDC. Ace
currently anticipates holding a shareholder meeting with respect to
the transactions contemplated by the Business Combination in the
fourth quarter of 2021.
As previously announced on August 25, 2021, upon
the closing of the transactions contemplated by the Business
Combination, the parties plan to remain Nasdaq-listed under a new
ticker symbol. As part of the agreement, DDC will keep its highly
experienced management team in place, which is led by Norma Chu,
DDC’s Founder and CEO, and will spearhead the Company’s strategic
transformation. As part of the transaction, DDC and Ace will aim to
raise private investment in public equity (PIPE) of approximately
US$30-40 million, which will be used to fund DDC’s growth
plans.
DDC – A
Leader in Food Innovation
Founded in 2012, DDC is a digital publisher and
merchandising company that owns and operates the brand DayDayCook,
which is currently one of the leading content-driven lifestyle
brands for young food lovers located 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.
DDC, together with its subsidiaries (the “Group”), builds brand
recognition through culinary and lifestyle content across major
social media and e-commerce platforms to promote its products,
which, in the aggregate, has resulted in over 3 billion video views
and more than 10 million orders worldwide.
As of the second fiscal quarter of 2021, DDC has
had 60 million active viewers and 3.4 million paid customers. Of
the 60 million active viewers, approximately 85% are Generation Z,
75% are from non-tier 1 cities in China, and 62% are female. The
average age of a viewer engaging with DDC’s products or marketplace
is under 30 years old. DDC also has a content library with more
than 473,000 minutes of in-house created content. For the six month
period ended 30 June 2021 (“H1 2021”), DDC achieved RMB 88.1
million (or approximately USD 13.6 million) in revenue. DDC, has
and continues to focus on improving the overall cost structure of
the business. As a result, for H1 2021, its gross profit margin was
21.6% (versus 15.7% for the six month period ended June 30,
2020).
Independent
Directors and Advisor
In addition, DDC announced today the appointment
of three new Independent Directors to its Board of Directors Conor
Chia-Hung Yang, Matthew Gene Mouw, and Sam Shih. In addition, DDC
appointed a new advisor, Dr. Malik Sadiq, to its Advisory
Board.
DDC Founder and CEO, Norma Chu, commented,
“Conor, Matthew, Sam, and Malik are all experienced and respected
veterans of this field who will be instrumental in propelling our
company to the next level and unlocking additional growth
opportunities as we shape DDC’s future strategic direction. Each
brings invaluable industry insights, product innovation, execution,
and management excellence to our team and we look forward to
benefitting from their collaboration.”
Mr. Conor Chia-Hung Yang is an
experienced CFO who has brought Chinese TMT companies to successful
US listings. He is an experienced audit committee chair for a
number of US listed companies, including EHang (Nasdaq: EH) and
I-Mab (Nasdaq: IMAB). Mr. Yang is a co-founder of Black Fish
Technology Group Limited (“Black Fish”), and served as its
president from November 2017 to February 2021. Prior to joining
Black Fish, Mr. Yang was the Chief Financial Officer of Tuniu
Corporation (NASDAQ: TOUR) from January 2013 to November 2017.
Mr. Sam Shih has more than 30
years of corporate experience in China and Asia Pacific regions,
having extensive experience with PepsiCo Inc. (“PepsiCo”) and
Redbull. Mr. Shih is currently a partner and Chief Operating
Officer of OYO Hotel Company, an unicorn start-up backed by
Softbank in China since 2018. Mr. Shih started his career and spent
over two decades with PepsiCo. During his tenure with PepsiCo, he
held various senior positions, such as Chief Executive Officer of
PepsiCo Investment (China) Limited, and Vice President of Pepsi
Beverage Business in China.
Mr. Matthew Gene Mouw has
accumulated extensive experience in general management, sales &
marketing, international expansion, and M&A with global food
brands during his career. Mr. Mouw served as Regional President
Asia, Africa and Australia for Barilla SpA from March 2011 to
December 2015. Prior to that, Mr. Mouw held various senior
positions at Groupe Danone, including General Manager for Danone SA
in China, General Representative of Robust China Co., Ltd., General
Manager of Danone (Health Mineral Water) and General Manager of
Danone (Home and Delivery) from September 2000 to September
2010.
Dr. Malik Sadiq has more than
25 years of experience in the food and strategy consulting industry
across China, India, and the US. Dr. Sadiq is currently the Chief
Operating Officer of LIVEKINDLY Co. (“LIVEKINDLY”). Prior to his
role with LIVEKINDLY, Dr. Sadiq worked in Tyson Foods, holding
several senior management positions since May 2007, including CEO
India, COO China, and Head of Global Sourcing and Business
Optimization. Dr. Sadiq also served as the Vice President of
Consumer Practice at Hitachi Consulting from July 2002 to May 2006.
Dr Sadiq holds a Master of Science in Industrial Engineering and a
PHD in industrial Engineering from University of Arkansas.
About DDC
DDC is a private company incorporated in the
British Virgin Islands 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. 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. An 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 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 definitive share exchange
agreement (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 by Ace in the preliminary
proxy statement relating to the Business Combination, including
those under "Risk Factors" therein, and in other filings with the
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 nor 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
In connection with the transaction described
herein, Ace will file relevant materials with the SEC including a
preliminary proxy statement on Schedule 14A filed on November 5,
2021 with the SEC, and a definitive proxy statement on Schedule
14A, when available. Ace’s shareholders and other interested
persons are advised to read the preliminary proxy statement and the
amendments (if any) thereto and, when available, the definitive
proxy statement and documents incorporated by reference therein
filed in connection with the proposed Business Combination, as
these materials will contain material information about DDC, Ace,
and the proposed Business Combination. Promptly after filing its
definitive proxy statement relating to the proposed Business
Combination with SEC and 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 DDC, ACE AND THE PROPOSED BUSINESS COMBINATION. 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).
Participants in the
Solicitation
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. These documents can be obtained free of charge
from the sources indicated below.
DDC and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the stockholders of Ace 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 is included in the preliminary proxy
statement for the proposed Business Combination.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed Business Combination.
This press release shall also 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 of 1933, as amended, or an exemption therefrom.
Contacts
For Ace Global Business Acquisition Limited: Eugene Wong,
CEOeugene@aceglobal-acq.com+852 9086 7042
For DDC Enterprise Limited:Norma Chu, Founder &
CEOnorma@daydaycook.com
SOURCE Ace Global Business Acquisition Limited
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