WeCommerce Holdings Ltd. (TSXV:WE) (“WeCommerce” or the “Company”) is pleased to announce that the Company has closed its previously announced bought deal financing (the “Offering”).
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 “Offering Price”), which included 310,000 Shares issued pursuant to the partial exercise of the over-allotment option, for gross proceeds of approximately $33.7 million.
The Shares were offered on a bought deal basis by a syndicate of underwriters led by TD Securities Inc. and Canaccord Genuity Corp. (the “Lead Underwriters”) and Raymond James Ltd. and Stifel Nicolaus Canada Inc. (together with the Lead Underwriters, the “Underwriters”).
In connection with the Offering, the Company paid the Underwriters a cash fee of 6% of the aggregate gross proceeds raised from the Offering.
The Company intends to use the net proceeds of the Offering for strategic acquisitions and for working capital and general corporate purposes.
The Company previously announced that two significant shareholders of the Company, Tiny Capital Ltd. and Freemark Partners Holding Company (together, the “Private Sale Purchasers”) have agreed to enter into a private sale agreement with Ben Moore currently CEO of the Company’s subsidiary, Pixel Union Design Ltd. to purchase from Moore an aggregate of 41,667 Shares at the same price per Share as the Offering Price (the “Private Sale”). The Private Sale is expected to close in the coming 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 absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any 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 largely of Software as a Service, Digital Goods and Services businesses. Generally, these businesses build Apps and Themes and run Agencies that support Shopify merchants.
WeCommerce is focused on acquiring businesses with growth potential, a sustainable competitive advantage and that are, or have the potential to become, a leader within their particular market. The Company targets businesses within the Shopify ecosystem due to its confidence in the Shopify platform, the fragmented nature of the ecosystem and the attractive economics that the businesses generally exhibit. As one of Shopify’s first partners since 2010, WeCommerce believes it is well positioned to continue to identify acquisition opportunities in the Shopify Partner ecosystem.
Cautionary Note Regarding Forward-Looking Information:
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the use of proceeds from the Offering; and the timing of closing of the Private Sale.
Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information, including the Company’s ability to obtain all necessary regulatory approval to complete the Offering and the other factors disclosed under “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 instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at 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 undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or 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 the financial markets; changes in applicable laws and regulations 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 business of the Company and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise 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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