Able View Inc. (“Able View” or the “Company”), a leading
cross-border brand management company, announced that on November
21, 2022, Able View entered into a definitive business combination
agreement (the “Business Combination Agreement”) with Hainan
Manaslu Acquisition Corp. (“HMAC”) (Nasdaq: HMAC, HMACU, HMACW,
HMACR), a Cayman Islands special purpose acquisition company. The
parent company following the consummation of the business
combination will be a new Cayman Islands holding company (the
“Combined Company” or “Pubco”) called Able View Global Inc., and
will be led by Mr. Zhu Jian, Founder and Chief Executive Officer of
Able View. Pubco’s ordinary shares are expected to be listed on the
Nasdaq Capital Market.
Founded in Hong Kong in 2015, Able View Inc. is
a leading cross-border brand management company focusing on beauty
and personal care segments. Able View’s full-service solution
encompasses all aspects of the brand management value chain,
covering marketing strategy, branding, digital and social
marketing, omni-channel sales, customer service, oversea logistics,
warehouse and fulfillment, to help global brands enter, grow and
succeed in China. Leveraging its full-service capability and
industry know-how, Able View usually engages with the brands as
exclusive agent selling cross-border products to end customers in
China across all channels.
Able View believes that it maintains a
competitive edge and steady growth in the number of brands engaged.
Focusing on beauty and personal care segments, Able View now serves
a portfolio of well-known brands in various functional vertical
market segments. Able View continues to engage additional brands
that are new to China while leveraging its capability to help
existing managed brands navigate through continuing challenges
imposed by COVID-19. With a steady business performance, Able View
has managed to engage two new brands during 2021, and has grown its
brand portfolio to a total of 10 brands as of December 31,
2021.
The Company helps global brands and companies to
establish supply chain and fulfillment infrastructure, define
market positioning, improve market exposure and develop and manage
omni-channels for sales. Able View’s omni-channels cover mainstream
online market places such as Tmall Global and JD Global, vertical
online market places such as NetEase, Koala and Vipshop, social
E-commerce platforms such as Douyin and Xiaohongshu, and a wide
variety of distributors, dealers and agents.
The Company attributes its logistics network,
warehousing and fulfillment capabilities as critical factors to its
success. For each brand it manages, Able View provides dedicated
personnel involving managers and team members with deep and
relevant domain experience and brand management expertise.
China’s beauty and personal care market is
growing fast with strong tailwinds, leaving significant
opportunities for foreign brands to enter. The Company believes
that this market’s trends are ever-evolving, with decentralized
channels, diverse marketing tools and fragmented social media. Able
View further believes that it plays an important role to help the
brands enter this market and manage cost and risks.
“With our core mission to seek a company with a
stable business model, proven track record in operations and
sustained growth potential post COVID-19, we are very pleased to
have found Able View. We are quite impressed by the business
performance as well as industry know-how supporting Able View’s
comprehensive brand management operation. Since Chinese consumers
are turning their focus to functional cosmetics and personal care
products, we expect Able View to continue its fast growth in this
massive and attractive market,” said Larry Chow, Chief Executive
Officer of HMAC. “We look forward to the consummation of the
transaction, which will enable us to collaboratively create greater
value for all parties involved.”
Zhu Jian, founder of Able View, commented: “Able
View has been growing along with China’s beauty and personal care
market for seven years. We’ve built a wealth of insights and
experience in every aspect of the brand management value chain,
helping our cross-border brand owners sell goods to end consumers.
Our supply chain, omni-channel and comprehensive capabilities have
resulted in strong growth and performance. We are delighted to
partner with Hainan Manaslu since we share visions regarding the
market and the business model. We are highly confident that the
Hainan Manaslu team can help us realize our long term vision and
success.”
Key Transaction Terms
- The transaction values the Combined
Company at an estimated equity value on a pro-forma basis of
approximately US$400 million, assuming no redemptions by HMAC’s
public shareholders in connection with the transaction.
- Assuming no redemptions by HMAC’s
public shareholders, it is estimated that the current shareholders
of Able View will own approximately 80.3% of the issued and
outstanding shares in the Combined Company at closing of the
transaction.
- Following the consummation of the
transaction, the Combined Company will report in the United States
as a foreign private issuer, and, as such, will not be subject to
the same disclosure and certain other obligations applicable to
domestic public companies. In addition, the Combined Company
expects to follow home country governance requirements, to the
extent permitted by the rules of Nasdaq.
- The transaction has been approved by each of HMAC’s and Able
View’s Board of Directors. The transaction is subject to the
approval of HMAC’s shareholders and other customary closing
conditions and is expected to close in the second quarter of
2023.
The description of the transactions
contemplated by the Business Combination Agreement (collectively,
the “Transaction”) contained herein is only a summary and is
qualified in its entirety by reference to the Business Combination
Agreement relating to the Transaction, a copy of which will be
filed by HMAC with the U.S. Securities and Exchange Commission
(“SEC”) as an exhibit to a Current Report on Form
8-K. In addition, Pubco intends to file a
registration statement on Form F-4 with the SEC, which will include
a proxy statement/prospectus, and will file other documents
regarding the proposed Transaction with the SEC.
Advisors
Ellenoff Grossman & Schole LLP acted as U.S.
legal counsel to HMAC.
Pryor Cashman, LLP acted as U.S. legal counsel
to Able View.
Global Law Office acted as PRC legal counsel to
HMAC.
Jun He Law Offices acted as PRC legal counsel to
Able View.
About Able View
Able View, together with its affiliates,
provides full-service brand management for global brands entering
the China market. Founded in Hong Kong in 2015, the Company is now
a leader in China’s cross-border brand management market. The
Company provides full-service solutions covering marketing
strategy, branding, digital and social marketing, omni-channel
sales, customer service, oversea logistics, warehouse and
fulfillment, to help global brands enter into and grow in China.
Able View focuses on the beauty and personal care segments. The
Company has established a managed brand portfolio of 10 global
brands, many of which are well-known in their respective
segments.
About Hainan Manaslu Corp.
HMAC is a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC,
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization, or similar business
combination with one or more businesses or entities. While HMAC may
pursue an initial business combination opportunity in any business,
industry, sector or geographical location, HMAC intends to focus on
industries that complement its management team’s background, and to
capitalize on the ability of its management team and advisor to
identify and acquire a business. However, HMAC will not consummate
an initial business combination with an entity or business with
China operations consolidated through a variable interest entity
structure.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this press
release are not historical facts, but are forward-looking
statements. Forward-looking statements generally are accompanied by
words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“future,” “outlook,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
estimates and forecasts of other performance metrics and
projections of market opportunity. These statements are based on
various assumptions, whether or not identified in this press
release and on the current expectations of HMAC’s and Able View’s
respective management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of HMAC and Able
View. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market,
financial, political and legal conditions.
These forward-looking statements are subject to
a number of risks and uncertainties, including the inability of the
parties to successfully or timely consummate the Transaction,
including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the Combined Company or the expected
benefits of the Transaction, if not obtained; the failure to
realize the anticipated benefits of the Transaction; the ability of
HMAC prior to the Transaction, and the Combined Company following
completion of the Transaction, to maintain (in the case of HMAC)
and to obtain and maintain (in the case of the Combined Company)
the listing of HMAC’s shares prior to the Transaction, and,
following the Transaction, the Combined Company’s shares, on
Nasdaq; costs related to the Transaction; the failure to satisfy
the conditions to the consummation of the Transaction, including
the approval of the Business Combination Agreement by the
shareholders of HMAC, the risk that the Transaction may not be
completed by the stated deadline and the potential failure to
obtain an extension of the stated deadline; the inability to
complete a PIPE transaction or other financing; the outcome of any
legal proceedings that may be instituted against HMAC or Able View
related to the Transaction; the attraction and retention of
qualified directors, officers, employees and key personnel of HMAC
and Able View prior to the Transaction, and the Combined Company
following the Transaction; the ability of the Combined Company to
compete effectively in a highly competitive market; the ability to
protect and enhance Able View’s corporate reputation and brand; the
impact from future regulatory, judicial, and legislative changes in
Able View’s industry; the uncertain effects of the COVID-19
pandemic or other public health matters; competition from larger
companies that have greater resources, technology, relationships
and/or expertise; the future financial performance of the Combined
Company following the Transaction, including the ability of future
revenues to meet projected annual projections; the ability of the
Combined Company to forecast and maintain an adequate rate of
revenue growth and appropriately plan its expenses; the Combined
Company’s ability to manage a complex set of marketing
relationships and realize projected revenues from subscriptions,
advertisements; product sales and/or services; Able View’s ability
to execute its business plans and strategy; and those factors set
forth in documents of HMAC or Able View Global Inc. filed, or to be
filed, with the SEC. You should carefully consider the foregoing
factors and the other risks and uncertainties that will be
described in the “Risk Factors” section of the registration
statement on Form F-4 and related proxy statement and other
documents to be filed by HMAC or Able View Global Inc. from time to
time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. The foregoing list of risks is not
exhaustive.
If any of these risks materialize or the
underlying assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither HMAC nor
Able View presently know or that HMAC or Able View currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect HMAC’s and Able View’s
current expectations, plans and forecasts of future events and
views as of the date of this press release. Nothing in this press
release should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on
forward-looking statements in this press release, which speak only
as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein and the risk factors
of HMAC and Able View described above. HMAC and Able View
anticipate that subsequent events and developments will cause their
assessments to change. However, while HMAC and Able View may elect
to update these forward-looking statements at some point in the
future, they each specifically disclaim any obligation to do so,
except as may be required by law. These forward-looking statements
should not be relied upon as representing HMAC’s or Able View’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Participants in the Solicitation
HMAC and Able View and their respective
directors and executive officers may be considered participants in
the solicitation of proxies with respect to the proposed
transaction described in this press release under the rules of the
SEC. Information about the directors and executive officers of HMAC
is set forth in the final prospectus of HMAC, dated as of August
10, 2022, and filed with the SEC (File No. 333-261340) on August
12, 2022, and is available free of charge at the SEC’s website at
www.sec.gov or by directing a request to: Hainan Manaslu
Acquisition Corp., B3406, 34F, West Tower, Block B, Guorui
Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s
Republic of China 570203. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the HMAC shareholders in connection with the
proposed Transaction will be set forth in the registration
statement containing the proxy statement/prospectus on Form F-4 to
be filed by Able View Global Inc. with respect to the proposed
Transaction when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated herein.
Important Information About the Transaction and Where to Find
It
This press release relates to a proposed
Transaction between HMAC and Able View. This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the Transaction described herein, HMAC and Able View intend to
file relevant materials with the SEC, including a registration
statement on Form F-4 to be filed by Able View Global Inc., which
will include a proxy statement/prospectus. Security holders are
encouraged to carefully review such information, including the risk
factors and other disclosures therein. The proxy
statement/prospectus will be sent to all shareholders of HMAC. HMAC
and Able View Global Inc. will also file other documents regarding
the proposed Transaction with the SEC. Before making any voting
or investment decision, investors and security holders of HMAC are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed Transaction.
Non-Solicitation
This press release does not constitute, and
should not be construed to be, a proxy statement or the
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination
described herein and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities nor shall there be
any sale of 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 any such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the U.S. Securities Act
of 1933, as amended.
Contact:
Hainan Manaslu Acquisition Corp.
B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue
Haikou, Hainan Province, People’s Republic of China 570203
Wenyi Shen, CFO
Tel: +86-898-65315786
Email: woody.shen@imanaslu.com
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