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VICTORIA, British Columbia – WeCommerce Holdings Ltd. (TSXV: WE) (“WeCommerce” or the “Company”) is pleased to announce that the Company has closed its previously announced purchase agreement financing (the “Offer”).
The Company issued a total of 2,810,000 class A common shares (the “Shares”) of WeCommerce, at a price of $ 12.00 per Share (the “Offer Price”), which included 310,000 Shares issued pursuant to the partial exercise of the allocation option, for gross income of approximately $ 33.7 million.
The Shares were offered in a purchase agreement by a syndicate of underwriters led by TD Securities Inc. and Canaccord Genuity Corp. (the “Primary Underwriters”) and Raymond James Ltd. and Stifel Nicolaus Canada Inc. (together with the primary underwriters, the “subscribers”).
In connection with the offering, the company paid subscribers a cash fee of 6% of the total gross proceeds earned from the offering.
The company intends to use the net proceeds from the offering for strategic acquisitions and for working capital and general corporate purposes.
The Company previously announced that two major shareholders of the Company, Tiny Capital Ltd. and Freemark Partners Holding Company (collectively the “Private Sale Buyers”) have agreed to enter into a private sale agreement with Ben Moore, currently CEO of the Company. the company’s subsidiary, Pixel Union Design Ltd., will purchase a total of 41,667 shares from Moore at the same price per share as the offer price (the “private sale”). The private sale is expected to close in the next few days.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, as amended, or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase securities in any jurisdiction.
About WeCommerce Holdings Ltd .:
WeCommerce is a holding company that owns a family of companies and brands in the Shopify partner ecosystem, including Pixel Union, Out of the Sandbox, Yopify, SuppleApps, Rehash, Foursixty, and Stamped. The Company’s primary focus is to build, grow and acquire businesses that serve the Shopify Partner ecosystem. These businesses consist primarily of Software as a Service, Digital Goods and Services businesses. These companies generally build apps and themes and run agencies that support Shopify merchants.
WeCommerce focuses on acquiring businesses with growth potential, a sustainable competitive advantage and that are, or have the potential to become, leaders within their particular market. The Company targets businesses within the Shopify ecosystem due to its reliance on the Shopify platform, the fragmented nature of the ecosystem, and the attractive economics that businesses generally exhibit. As one of the first Shopify partners since 2010, WeCommerce believes that it is well positioned to continue identifying acquisition opportunities in the Shopify partner ecosystem.
Cautionary Note Regarding Forward Looking Information:
This press release contains statements that constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding current plans, intentions, beliefs, and expectations. . of the company with respect to future business activities and operational performance. Forward-looking statements are often identified with the words “could”, “could”, “could”, “should”, “will do”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “Wait” or similar expressions and includes information about the use of the proceeds of the offer; and the timing of the closing of the private sale.
Such statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements or information, including the Company’s ability to obtain all necessary regulatory approval to complete the Offer and the other factors disclosed in “Risk Factors” in the Annual Information Form dated April 21, 2021.
Investors are cautioned that forward-looking statements are not based on historical facts, but rather reflect the Company’s expectations, estimates or projections with respect to future results or events based on the opinions, assumptions and estimates of management that are made. considered reasonable as of the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and should not be placed undue reliance on them, as unknown or unpredictable factors could have material adverse effects on the results, performance or future achievements. of the company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: changes in general economic, business and political conditions, including changes in financial markets; changes in laws and regulations applicable both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets. These forward-looking statements may be affected by risks and uncertainties in the Company’s business and general market conditions, including COVID-19.
If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking statements prove to be incorrect, actual results may vary materially from those described in as anticipated, planned, anticipated, believed, estimated or expected. Although the company has tried to identify significant risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results to be different from those anticipated, estimated or anticipated and such changes could be material. The company does not intend, and does not undertake any obligation, to update any forward-looking statements, except where required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Alex Persson, Acting President and Chief Financial Officer