- DIH is a leading global robotics and virtual reality
technology provider in the rehabilitation and human performance
industry
- DIH currently has an installed base of over 4,500 robots
and advanced virtual reality-based movement systems installed in 70
countries across approximately 1,800 accounts
- The funding and capital markets access from this
transaction is expected to enable DIH to continue its growth
strategy
- Combined company to have an implied initial equity value
of approximately $360.2 million
translating into an enterprise value of approximately $321.9 million, with the proposed business
combination expected to provide approximately $58.3 million in gross proceeds, assuming no
redemptions by shareholders of Aurora Technology Acquisition
Corp.
- 100% of the equity holdings of DIH will be rolled into
the pro forma combined company
- The proposed business combination is expected to be
completed in the third quarter of 2023
SAN
FRANCISCO and NORWELL,
Mass., Feb. 27, 2023 /PRNewswire/ -- DIH Holding
US, Inc. ("DIH" or the "Company"), a leading global robotics and
virtual reality ("VR") technology provider in the rehabilitation
and human performance industry, and Aurora Technology Acquisition
Corp. (NASDAQ: ATAK) ("ATAK"), a publicly-traded special purpose
acquisition company ("SPAC") today announced they have entered into
a definitive business combination agreement that will result in DIH
becoming publicly listed. Upon the closing of the transaction the
SPAC will domesticate from the Cayman
Islands to Delaware. DIH
Holdings US. Inc. is the operating business of DIH Technology Ltd.
The combined company will be named DIH Holding US, Inc. and its
securities are expected to be listed on Nasdaq.
Management Commentary
"We are thrilled to become a public company through the merger
with ATAK. Being a public company, we will have the resources to
significantly expand our global growth and value-delivery platform;
to meet the increasing demand and enthusiasm for our robotic and VR
enabled solutions around the world; and to accelerate our "Total
Solution" strategy through innovations and consolidation. All those
will greatly benefit our customers, patients, partners, and the
industry as a whole," said Jason
Chen, Chairman and Chief Executive Officer of DIH
Mr. Chen added "Our mission is to transform the fragmented
rehabilitation care model and deliver inspirational effects that
positively impact millions of lives, from therapists to patients.
By becoming a public company, we are confident that we can achieve
this mission and continue to innovate and empower the highest level
of care to our customers and patients."
Zachary Wang, CEO and Chairman of
ATAK's board of directors, commented, "DIH has built an
advanced healthcare technology platform that serves as a leading
provider of smart technology in the human rehabilitation and
performance industry. We launched Aurora Technology Acquisition
Corp, to identify and collaborate with innovative companies that
have the potential for multi-national expansion. Built by
Asian-American healthcare experts with decades of experience
managing global healthcare operations, DIH is an ideal match for
our target profile.
We are pleased to partner with DIH through this transaction. We
strongly believe that the combined company, bolstered by access to
public markets and our collective global network, will accelerate
the expansion of the company's market share and provide ample
resources to continue pioneering patient-benefiting
innovations."
Transaction Overview
The estimated pro forma enterprise value of the combined company
is $321.9 million, including an
anticipated $20.0 million of DIH net
debt at the time of closing, and $58.3
million of cash held in the trust account of ATAK, subject
to redemptions. In addition, equity holders of DIH shall be
entitled to receive up to $60.0
million of common shares of the combined company depending
on certain stock price-based thresholds being achieved within five
years from the closing of the transaction. The transaction, which
has been unanimously approved by the boards of directors of DIH and
ATAK, is subject to approval by the stockholders of DIH and ATAK,
respectively, and other customary closing conditions. The proposed
business combination contemplates that DIH stockholders will roll
100% of their equity holdings into the combined company and will
hold approximately 69.4% of the issued and outstanding shares of
common stock of the combined company immediately following the
consummation of the transaction, assuming no redemptions by ATAK's
existing shareholders and no exercise of ATAK's currently
outstanding rights and warrants.
All cash remaining on the combined company's balance sheet at
the closing of the transaction, after the settlement of
transaction-related expenses, is expected to be utilized for
working capital and general corporate purposes.
A more detailed description of the transaction terms and a copy
of the definitive merger agreement will be included in a Current
Report on Form 8-K to be filed by ATAK with the United States
Securities and Exchange Commission (the "SEC"). ATAK will file a
registration statement (which will contain a proxy statement and
prospectus) with the SEC in connection with the
transaction.
Advisors
Maxim Group LLC is serving as exclusive financial
advisor to DIH. Loeb & Loeb LLP is serving as legal
counsel for DIH, and Dentons U.S. LLP is serving as legal counsel
for ATAK.
About DIH.
DIH stands for the vision to "Deliver Inspiration & Health"
to improve the functioning of millions of people with disability
and functional impairments. DIH is a global solution provider in
blending innovative robotic and virtual reality ("VR") technologies
with clinical integration and insights. Built through the mergers
of global-leading niche technologies providers including HOCOMA, a
Switzerland-based global leader in
robotics for rehabilitation, and MOTEK, a Netherlands-based global leader in
sophisticated VR-enabled movement platform powered by real-time
integration, DIH is positioning itself as a transformative total
smart solutions provider and consolidator in a largely fragmented
and manual-labor-driven industry.
DIH website: https://www.dih.com/
About Aurora Technology Acquisition Corp. (NASDAQ:
ATAK)
Aurora Technology Acquisition Corp. is a Cayman
Islands-exempted, San Francisco-based, special purpose
acquisition corporation whose securities are listed on the NASDAQ.
As a blank check company, ATAK was formed with the purpose of
entering into a merger with a high-growth technology company, which
preferably is founded by Asian or Asian-American entrepreneurs who
are building a global enterprise supported by forward-thinking
visions and innovative frontier technologies. ATAK seeks to
identify compelling opportunities where an alignment of its
operating expertise, investing experience, and a global network can
accelerate the growth of the company for multi-national
expansion.
ATAK web-site: https://www.auroraspac.com/
Important Information About the Proposed Business Combination
and Where to Find It
This press release relates to a proposed transaction between DIH
and ATAK (the "Business Combination"). In connection with the
proposed Business Combination, ATAK intends to file a registration
statement on Form S-4 with the SEC that will include a proxy
statement of ATAK and a prospectus of the combined entity. The
proxy statement/prospectus will be sent to all ATAK shareholders.
ATAK will also file other documents regarding the proposed Business
Combination with the SEC. Before making any voting decision,
investors and securities holders of ATAK and DIH are urged to read
the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the
proposed Business Combination as they become available because they
will contain important information about the proposed Business
Combination and the parties to the proposed Business
Combination.
Investors and securities holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC through the
website maintained by the SEC at https://sec.gov/.
Forward-Looking Statements
This press release contains certain statements which are not
historical facts, which are forward-looking statements within the
meaning of the federal securities laws, for the purposes of the
safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. These forward looking statements include
certain statements made with respect to the Business Combination,
including the benefits of the Business Combination, the anticipated
timing of the Business Combination, the services offered by DIH and
the markets in which it operates, and DIH's projected future
results. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements
are predictions provided for illustrative purposes only, and
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties that could cause the actual
results to differ materially from the expected results. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions; the inability of the
parties to consummate the proposed business combination or the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination agreement,
the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the proposed business
combination; the risk that the approval of the shareholders of
DIH or ATAK for the potential transaction is not obtained; failure
to realize the anticipated benefits of the proposed business
combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses
of the DIH or ATAK; the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
the ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption
requests made by ATAK's shareholders; the inability to obtain or
maintain the listing of the post-acquisition company's securities
on Nasdaq following the proposed business combination; costs
related to the proposed business combination; and those factors
discussed in ATAK's final prospectus relating to its initial public
offering, dated February 7, 2022, and
filed with the SEC on February 7,
2022, in the Quarterly Reports on Form 10-Q for the periods
ended March 31, 2022, June 30, 2022 and September 30, 2022 (filed with the SEC on
May 24, 2022, August 15, 2022 and November 14, 2022, respective), and subsequent
filings and reports made with the SEC, from time to
time. While ATAK may elect to update these forward-looking
statements at some point in the future, ATAK specifically disclaims
any obligation to do so.
Participants in the Solicitation
ATAK, DIH and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of ATAK's shareholders in connection with
the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed business combination of ATAK's directors
and officers in ATAK's filings with the SEC including the
Registration Statement on Form S-4 to be filed with the SEC by
ATAK, which will include the proxy statement/prospectus of ATAK for
the proposed business combination and such information and names of
DIH's directors and executive officers.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of ATAK, the combined company or DIH, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
IR Contact:
Email: info@auroraspac.com
DIH Contact:
Jason
Chen
CEO & Chairman of the Board
jason.chen@DIH.com
ATAK Contact
Zachary Wang
CEO & Chairman of the Board
zachary@auroraspac.com
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SOURCE Aurora Technology Acquisition Corp.