Draper Oakwood Technology Acquisition, Inc. (“DOTA”) (NASDAQ:
“DOTA,” “DOTAU,” “DOTAR” and “DOTAW”) and Reebonz Limited
(“Reebonz”), a leading online luxury marketplace and platform in
the Asia Pacific region based in Singapore, announced today that
they have entered into a definitive business combination agreement
(the “Business Combination Agreement”), pursuant to which DOTA and
Reebonz will become subsidiaries of a newly created Cayman Islands
exempted company, DOTA Holdings Limited (“RBZ”). Following the
completion of the transaction, RBZ will be renamed Reebonz Holding
Limited. It is expected that RBZ will apply for listing of its
ordinary shares on the NASDAQ Stock Market under the ticker “RBZ”.
The combined company will continue to be led by Reebonz's
experienced management team under the leadership of Chief Executive
Officer and co-founder Samuel Lim.
Reebonz (pronounced “ribbons”) is a leading online luxury
marketplace and platform in the Asia Pacific region for buying and
selling new and pre-owned products. Founded in 2009 by
entrepreneurs Samuel Lim, Daniel Lim and Benjamin Han, Reebonz has
attracted over 5.5 million members, with over 350 employees and
business operations in ten countries including Singapore, Malaysia,
Indonesia, Taiwan, Hong Kong, Thailand, Australia, South Korea,
China, and the USA. In 2017, Reebonz achieved S$349 million in
gross merchandise value.
In connection with the proposed transaction, Tim Draper, Senior
Advisor to DOTA, states “Reebonz is a leading online luxury brand
in the Asia Pacific region. The Reebonz leadership team is
extraordinary and has developed a cutting-edge technology and
platform. Authentication of pre-owned luxury items using the
blockchain is just one of many high impact innovations Reebonz is
pioneering to improve the luxury shopping experience for customers
across Asia Pacific. We believe that the capital and the Nasdaq
listing will help Reebonz continue to build an outstanding
brand.”
According to Samuel Lim, co-founder and Chief Executive Officer
of Reebonz, “We are excited to partner with DOTA to continue to
deliver on our mission of creating the easiest way to buy and sell
luxury goods. We are thankful to our shareholders for their
continuous support for this transaction. Operating as an eco-system
for new and pre-owned luxury fashion, where buyers become sellers
and sellers become buyers, we offer a trusted way of accessing
luxury fashion where few choices existed. Through our data, we are
able to offer predictive analytics, personalization and dynamic
pricing which increases engagement and enhances the lifetime value
of our customers. We emphasize on providing localization and will
continue to scale the business across Southeast Asia and Asia
Pacific and provide our members a differentiated omni-channel,
mobile, and social experience when they shop with Reebonz.”
Aamer Sarfraz, CEO of DOTA, commented "We are excited to partner
with Sam and the fabulous team at Reebonz. We set up Draper Oakwood
Technology Acquisition to find and partner with exactly this type
of best-of-breed team. In the process, we looked at many
prospective opportunities, but Reebonz stood out big time - they’ve
got the brand, the track record, the technology, and the vision to
do great things once they have access to the capital markets.”
Transaction Details
Upon the closing under the Business Combination Agreement,
existing equity holders, option holders and warrant holders of
Reebonz will roll all of their equity into RBZ (with the options
and warrants being assumed by RBZ), resulting in ownership of RBZ
that is currently anticipated to be approximately 70% by Reebonz
shareholders and the holders of in-the-money Reebonz options (if
such options are exercised on a net basis), assuming that no DOTA
public shareholders redeem their DOTA shares in connection with the
closing. The value of the securities deliverable by RBZ to Reebonz
shareholders and holders of in-the-money Reebonz options is based
on an enterprise value of Reebonz of $252 million, subject to
adjustment for the net debt of Reebonz and its subsidiaries.
Additionally, the Reebonz shareholders and RBZ management may
receive up to a total of 2.5 million additional shares from RBZ
after the closing pursuant to an earnout if certain consolidated
revenue and RBZ share price targets are met in calendar years 2019
and 2020 (subject to additional lookback provisions). The
consummation of the business combination is subject to the terms
and conditions set forth in the Business Combination Agreement,
including the approval of the business combination and related
matters by the stockholders of DOTA, and is currently expected to
close in the fourth quarter of 2018. The description of the
transaction contained herein is only a summary and is qualified in
its entirety by reference to the definitive Business Combination
Agreement, a copy of which will be filed by DOTA with the
Securities and Exchange Commission (the “SEC”) as an exhibit to a
Current Report on Form 8-K.
Ellenoff Grossman & Schole LLP and Maples and Calder are
acting as legal advisors to DOTA, and Cowen and Company, LLC and
EarlyBirdCapital, Inc. are acting as financial advisors to DOTA.
Dentons Rodyk and Davidson LLP, Dentons US LLP and Dentons Cayman
Islands are acting as legal advisors to Reebonz.
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. Investors include prominent venture
capital investors, strategic investors and individuals such as
Vertex Ventures, GGV Capital, Intel Capital, Matrix Partners China,
Mediacorp, SGInnovate, FengHe Group, OCBC Bank, Richard Ji (CIO and
Managing Partner of All Star Investments), and Richard Liu
(managing director of Morningside Venture Capital), amongst
others.
About Draper Oakwood Technology Acquisition, Inc.
Draper Oakwood Technology Acquisition, Inc. is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination. DOTA raised
approximately $57.5 million from public stockholders in connection
with its initial public offering in September 2017. DOTA’s units
began trading on The NASDAQ Capital Market on September 15, 2017
and its units, commons stock, rights and warrants trade on NASDAQ
under the ticker symbols “DOTAU,” “DOTA,” “DOTAR” and “DOTAW”,
respectively.
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 or Reebonz’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 inability to obtain DOTA stockholder approval of the business
combination, the inability to complete the transaction contemplated
by the Business Combination Agreement because of failure of closing
conditions or other reasons; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the amount of cash
available following any redemptions by DOTA stockholders; the
ability to meet NASDAQ’s listing standards following the
consummation of the transactions contemplated by the Business
Combination Agreement; 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
preliminary proxy statement for the business combination for
additional risks associated with the business combination. Neither
DOTA nor Reebonz 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.
Additional Information about the Transaction and Where to
Find It
The proposed transaction will be submitted to stockholders of
DOTA for their approval. In connection with the proposed business
combination, RBZ will file with the SEC a registration statement on
Form F-4 for the RBZ securities to be issued to DOTA security
holders at the closing of the business combination, which
registration statement will contain preliminary and definitive
proxy statements of DOTA in connection with a special meeting of
the stockholders of DOTA to consider and vote on the business
combination and related matters. RBZ and DOTA will mail the
definitive registration statement on Form F-4 containing the
definitive proxy statement/prospectus and other relevant documents
to its stockholders in connection with the meeting. Investors and
security holders of DOTA are advised to read, when available, the
draft of the registration statement, the preliminary proxy
statement, and amendments thereto, and the final registration
statement (as declared effective by the SEC) and the definitive
proxy statement, which will contain important information about the
proposed business combination and the parties thereto. The
registration statement and definitive proxy statement will be
mailed to stockholders of DOTA as of a record date to be
established by DOTA for voting on the proposed business
combination. Stockholders will also be able to obtain copies of the
registration statement and proxy statement, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a
request to: Draper Oakwood Technology Acquisition, Inc., c/o Draper
Oakwood Investments, LLC, 55 East 3rd Ave., San Mateo, CA 94401,
USA, Attention: Aamer Sarfraz, Email: aamer@draperoakwood.com
Participants in the Solicitation
DOTA, Reebonz, and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of DOTA stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in DOTA’s directors and in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2017, which was filed with
the SEC on March 29, 2018. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies to the DOTA’s stockholders in connection with the proposed
business combination will be set forth in the proxy statement for
the proposed business combination when available. Information
concerning the interests of DOTA’s and Reebonz’s participants in
the solicitation, which may, in some cases, be different than those
of DOTA’s and Reebonz’s equity holders generally, will be set forth
in the proxy statement relating to the proposed business
combination when it becomes available.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180904005914/en/
Draper Oakwood Technology Acquisition,
Inc.Aamer A. Sarfraz,
713-213-7061aamer@draperoakwood.comorReebonz
Limitedir@reebonz.com
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