New York, United States – Ace Global Business Acquisition Limited, a acquisition company, has announced that it has entered into a definitive 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 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,” says 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,” says 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 [$20 million (€18.81 million)] from a private investment in public equity (PIPE), and the company will have a pre-money enterprise value of approximately [$150 million (€141.11 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 aerger 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.
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