DRC Medicine to become public through Ribbon Acquisition combination

DRC Medicine announced that it has entered into a business combination agreement with Ribbon Acquisition (RIBB) Corp, which would result in DRC Medicine becoming a publicly-traded company. As a part of the proposed transaction, an intermediate holding company incorporated in Japan will acquire the shares of DRC Medicine, after which the Intermediate Co. will engage in a share exchange transaction with the shareholders of the company, such that the company will become a wholly-owned subsidiary of Intermediate Co. and the shareholders of the company will become shareholders of DRC Medicine. Following the consummation of the DRC restructuring and subject to the terms and conditions of the business combination agreement, Ribbon will merge with and into the merger sub, with merger sub continuing as the surviving company and remaining a wholly owned subsidiary of DRC Medicine. The proposed transaction implies a pre-money equity value of $350M of DRC on a fully diluted basis, and is expected to provide DRC with access to approximately $50M cash from Ribbon’s IPO proceeds held in trust, assuming no redemption by Ribbon’s shareholders in connection with the current and future proxy exercises and prior to the payment of any transaction expenses. The parties will cooperate in connection with any financing arrangement the parties seek in connection with the proposed transaction.