WeCommerce Signs Definitive Agreement to Acquire Stamped for up to US$110 million
Summary
Since its launch in 2016, Stamped has grown to approximately US$11 million annualized recurring subscription revenue1 as of the month ending December 31, 2020, reflecting an estimated growth rate of over 100% compared to the same period in 2019, with minimal spend on customer acquisition. Amongst many suitors, we chose WeCommerce because of their founder friendly approach, straightforward deal structure, and focus on the long term” Pursuant to the Purchase Agreement, WeCommerce has agreed to pay Stamped an aggregate purchase price of up to US$110 million, comprising: • US$75 million payable in cash on closing of the Acquisition; • US$10 million through the issuance of 496,697 Class A common shares of WeCommerce (the “Common Shares”) at a price of C$25.43 on closing of the Acquisition, representing approximately 1.36% of the issued and outstanding Common Shares as of the date hereof (after giving effect to such issuance). The contingent consideration will be satisfied, at WeCommerce’s sole discretion, in either cash, the issuance of Common Shares to Stamped, or a combination thereof. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the parties ability to consummate the Acquisition; the ability to receive, in a timely manner and on satisfactory terms, all necessary regulatory, and other third party approvals; the ability of the parties to satisfy, in a timely manner, all other conditions to the closing of the Acquisition; the potential impact of the announcement or consummation of the Acquisition on relationships, including with regulatory bodies, stock exchanges, lenders, employees and competitors; the diversion of management time on the Acquisition; assumptions concerning the Acquisition and the operations and capital expenditure plans of the Company following completion of the Acquisition; credit, liquidity and additional financing risks for the Company and its investees; stock market volatility; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company and its investees and the timing associated therewith; the Companys actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; 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; and the other risk factors more fully described in the Companys filing statement dated November 30, 2020 prepared in connection with its qualifying transaction, which has been filed with the Canadian securities regulators and is available on the Companys profile on SEDAR at www.sedar.com 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. In addition, Stamped’s estimates of annualized recurring subscription revenue and net revenue retention for the period ending December 31, 2020 are preliminary and are inherently uncertain due to a number of factors, and remain subject to WeCommerce’s management and Audit Committee reviews and the completion of regular financial closing review procedures and audit procedures for the year ended December 31, 2020.