DIH To Become Publicly Traded Via Business Combination With Aurora Technology Acquisition Corp.

Author: Happy Mohamed | February 27, 2023 09:04am

• 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.

Posted In: ATAK