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VICTORIA, British Columbia – WeCommerce Holdings Ltd. (“WeCommerce“or the”Society“) (TSXV: WE) today announced the successful closing of the acquisition already announced of substantially all of the assets of Archetype Themes Inc. (“Archetype“) for an initial amount of US $ 20 million and contingent consideration of up to US $ 12 million (the”Acquisition“).
Archetype, a leading designer and developer of premium themes used by over 60,000 Shopify merchants, will continue to operate as an independent brand after closing. The acquisition is expected to increase WeCommerce’s consolidated revenues and operating margins, and advance WeCommerce’s strategy of building, acquiring and investing in the world’s best Shopify technology companies.
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“We are delighted to officially welcome Archetype to the WeCommerce family,” said Alex Persson, Interim President and CFO of WeCommerce. “The world’s best merchants have turned to Archetype for beautiful, high-performance storefronts that attract, delight and convert customers. Along with the founders and employees of Archetype, we look forward to building on the Archetype Foundation to innovate the storefront experience for years to come.
Upon closing of the acquisition, WeCommerce paid Archetype an initial consideration of US $ 20 million in cash. The initial cash portion of the consideration was funded with approximately US $ 10 million in cash and approximately US $ 10 million in borrowings under the Company’s revolving credit facility.
WeCommerce may also be required to make top-up payments up to a total of US $ 12 million if Archetype meets certain conditions, including, among other conditions, if it meets certain EBITDA targets in the second half of 2021. and calendar year 2022.. If payable, top-up payments may be settled, at WeCommerce’s sole discretion, in cash, through the issuance of Class A common shares of WeCommerce (the ” Ordinary actions”) To Archetype at the 10-day volume weighted average price of the ordinary shares calculated on the day immediately preceding the day of issue of such shares, or a combination of the two.
About WeCommerce Holdings Ltd.
WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online store. Our family of companies and brands includes Pixel Union, Out of the Sandbox, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of the first Shopify partners since 2010, WeCommerce is focused on building, acquiring and investing in leading technology companies operating in the Shopify partner ecosystem.
Caution 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 the Company’s plans, intentions, beliefs and current expectations with respect to future business activities and operational performance. Forward-looking statements are often identified by the words “could”, “could”, “could”, “expect” or similar forward-looking statements and statements in this press release include, without limitation, information and information. statements regarding: the expected benefits of the acquisition; the income and cash flows of the Company on completion of the acquisition; the Company’s belief that the acquisition will bring significant value to shareholders; and expectations regarding other economic, business and / or competitive factors.
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Investors are cautioned that forward-looking statements are not based on historical facts but rather reflect the Company’s expectations, estimates or projections regarding future results or events based on the opinions, assumptions and estimates of management believed to be reasonable at the time. date the declarations are made. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve risks and uncertainties, and should not be relied upon unduly, as unknown or unforeseeable factors could have material adverse effects on the companies. future results, performance or achievements. the company. The financial outlook, like forward-looking information in general, is, without limitation, based on assumptions and subject to various risks as set forth herein.
Among the key factors that could cause actual results to differ materially from those projected in forward-looking statements are: the potential impact of the completion of the acquisition on relationships, including with corporate bodies regulation, exchanges, lenders, employees and competitors; the diversion of management time on acquisition; assumptions regarding the Acquisition and the Company’s operating and investment plans following completion of the Acquisition; additional credit, liquidity and financing risks for the Company and its investee entities; volatility of stock markets; changes in the growth and trends of the e-commerce industry; changes in the business activities, direction and plans of the Company and its investee entities and the associated timeline; the actual financial results of the Company and its ability to manage its liquidity; changes in general economic, trade and political conditions, including difficult 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 regulations; the risks and uncertainties associated with foreign markets; and the other risk factors described in more detail in the Company’s (final) short form prospectus dated July 2, 2021 prepared in connection with the offering of certain common shares, which has been filed with the Canadian securities regulatory authorities and is available on the Company’s profile on SEDAR at www.sedar.com.
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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 could differ materially from those described in this document as being intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify risks, uncertainties and important factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or expected. and these changes could be significant. The Company does not intend and assumes no obligation to update forward-looking statements, except as otherwise required by applicable law.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.
Alex Persson, Interim President and Chief Financial Officer