Draper Oakwood Technology Acquisition, Inc. Announces Consummation of Business Combination with Reebonz Limited
20 12월 2018 - 7:54AM
Business Wire
Draper Oakwood Technology Acquisition, Inc. (“DOTA”) (NASDAQ:
“DOTA,” “DOTAU,” “DOTAR” and “DOTAW”) announced that, at its
Special Meeting of Stockholders held today, DOTA stockholders
approved the proposed business combination with Reebonz Limited
(“Reebonz”), a leading online luxury marketplace and platform in
the Asia Pacific region based in Singapore, and related matters.
Immediately following the Special Meeting, DOTA and Reebonz
consummated the business combination, pursuant to a definitive
business combination agreement (the “Business Combination
Agreement”) among DOTA, Reebonz and other parties. DOTA and Reebonz
have become wholly owned subsidiaries of Reebonz Holding Limited, a
Cayman Islands exempted company (“RBZ”). Pursuant to the business
combination, each outstanding share of common stock of DOTA has
become one ordinary share of RBZ, each outstanding warrant of DOTA
has become one warrant of RBZ, each outstanding right of DOTA has
been converted into one-tenth of an ordinary share of RBZ, and each
outstanding unit of DOTA has been converted into one and one-tenth
ordinary share of RBZ and one-half warrant of RBZ. In connection
with the business combination, RBZ issued 17,318,294 ordinary
shares to the prior securityholders of Reebonz, resulting in such
prior securityholders owning approximately 75% of the outstanding
ordinary shares of RBZ. RBZ has applied for listing of its ordinary
shares and warrants on the NASDAQ Stock Market under the ticker
“RBZ”. RBZ will file reports and other documents with the
Securities and Exchange Commission as a foreign private issuer, and
will report its financial information in accordance with
International Financial Reporting Standards, as adopted by the
International Accounting Standards Board. RBZ will be led by
Reebonz's Chief Executive Officer and co-founder Samuel Lim, as
Chairman and Chief Executive Officer.
The Board of Directors of RBZ is divided into three classes,
designated as Class I, Class II and Class III. Directors assigned
to Class I shall initially serve until the first annual general
meeting of shareholders following the business combination;
directors assigned to Class II shall initially serve until the
second annual general meeting of shareholders following the
business combination; and directors assigned to Class III shall
initially serve until the third annual general meeting of
shareholders following the business combination. Commencing with
the first annual general meeting of shareholders following the
business combination, each director of each class the term of which
shall then expire shall, upon the expiration of his or her term, be
eligible for re-election at such annual general meeting to hold
office for a three-year term and until such director’s successor
has been duly elected.
The members of Board of Directors of RBZ are:
Samuel Lim
Class III Director
Chua Kee Lock
Class II Director
Jeff Richards
Class I Director
Roderick Perry
Class III Director
Ali Erfan
Class I Director
Rod Perry, Executive Chairman of DOTA, welcomed the successful
closing of our business combination with Reebonz Limited.
“We believe this excellent company will deliver outstanding
growth in Asia over the next few years. The online luxury retail
space is fast becoming its own category with multi-billion dollar
market cap players emerging. We believe that Reebonz’s senior
management team is a leader in this space and can combine the
benefits of a Nasdaq listing with its multi-channel business model
and existing market leadership in several Asian fast-growing
markets to become a dominant player in the category. This we
believe is a rare opportunity for investors to have public market
access to a technology company entering its period of fastest
growth.”
On this milestone, Samuel Lim, CEO of Reebonz said, “We are
thankful to our shareholders, partners and customers for supporting
us in our journey and in achieving this milestone. Over the course
of the past decade, Reebonz has established itself as one of the
leading brands in luxury ecommerce, building a unique ecosystem for
our members. This transaction provides Reebonz access to the public
markets to facilitate our growth strategy. We expect the merger
with DOTA to create long-term value for our shareholders.”
About Reebonz
Headquartered in Singapore and founded in 2009, Reebonz
(pronounced “ribbons”) is the trusted online marketplace and
platform for buying and selling new and preowned luxury products in
the Asia Pacific region. Leveraging data and technology, Reebonz
makes luxury accessible by operating as an eco-system of B2C e-tail
and B2C marketplace for over 1,000 brands and 172 boutiques,
supported by C2C marketplaces that enable individuals to sell
through its platform. With an easy shopping experience, members can
enjoy convenient access to the selection of products that Reebonz
sources as well as from a curation multi-brand luxury boutiques
from all around the world.
Advisors
Ellenoff Grossman & Schole LLP and Maples and Calder acted
as legal advisors to DOTA, and Cowen and Company, LLC acted as
financial advisors to DOTA. Exit Strategy Partners, LLC acted as a
special M&A advisor to DOTA. Dentons Rodyk and Davidson LLP,
Dentons US LLP and Dentons Cayman Islands acted as legal advisors
to Reebonz.
Forward Looking Statements
Certain statements made in this release are “forward looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside DOTA’s, Reebonz’s or RBZ’s control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
the ability to meet NASDAQ’s listing standards; costs related to
the proposed business combination; Reebonz’s ability to manage
growth; the reaction of Reebonz customers and suppliers to the
business combination; Reebonz’s ability to identify and integrate
other future acquisitions; rising costs adversely affecting
Reebonz’s profitability; potential litigation involving DOTA or
Reebonz or the validity or enforceability of Reebonz’s intellectual
property; and general economic and market conditions impacting
demand for Reebonz’s products. See the risk factors disclosed in
the definitive proxy statement for the business combination for
additional risks associated with the business combination. None of
DOTA, Reebonz or RBZ undertakes any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Disclaimer
This release shall neither 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 jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20181219005874/en/
Reebonz Holding Limited ir@reebonz.com
Draper Oakwood Technology Acquisition, Inc. Aamer A. Sarfraz,
713-213-7061 aamer@draperoakwood.com
Draper Oakwood Technology Acquisition, Inc. (delisted) (NASDAQ:DOTA)
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