- Equity offering through an accelerated bookbuild for up to 8% of CM.com’s issued share capital
- CM.com intends to raise capital to fund potential acquisition opportunities and for general corporate purposes
Breda, the Netherlands – CM.com (together with its subsidiaries, “CM.com” or the "Company", or “we”), a global Conversational Commerce platform launches an accelerated bookbuild offering (the “Offering”) of new ordinary shares in the Company (the “New Shares”).
Transaction rationale
Following the listing in February 2020 and the completion of the acquisition of CX Company in July 2020, CM.com is well capitalized with a cash position of over EUR 20 million* and no external debt and will continue its ongoing rollout of the accelerated autonomous growth strategy. Fueled by the changing environment, we have seen companies increase their investments in virtual customer communication and reshape their customer journeys with our technology as customer engagement has become critical in the current environment.
We currently also see attractive acquisition opportunities arise in the markets in which we operate, that could support the acceleration of the rollout of our global growth strategy. Our M&A team has identified a pipeline of potential acquisition targets that could complement our platform capabilities, create additional cross-sell opportunities and/or provide access to new (geographical) markets. Given our comprehensive Conversational Commerce proposition there are various funnels we can tap for potential value-adding acquisitions.
The net proceeds of the Offering are expected to provide CM.com with sufficient financial flexibility to seize such potential acquisition opportunities in addition to the autonomous growth plans.
The Offering
The Offering will be executed by way of a private placement of the New Shares on a non-pre-emptive basis. The New Shares will rank pari passu in all respects with the existing shares of CM.com and will be issued under the Company’s shareholder authorisation as provided by the General Meeting. The New Shares will be offered exclusively to qualified investors in the European Economic Area ("EEA") and the United Kingdom, to qualified institutional buyers in the United States pursuant to an applicable exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act, and to certain qualified investors in other jurisdictions.
The New Shares will be subject to an application for listing and admission to trading on Euronext Amsterdam under the symbol "CMCOM" with ISIN code NL0012747059. Settlement of the transaction as well as admission to listing and trading of the New Shares are expected to take place on 18 September 2020.
In relation to the Offering, CM.com and the founders are subject to a market customary lock-up period ending 90 calendar days after the issue date, waivable by the Joint Global Coordinators and subject to certain customary exceptions, including, for CM.com, in relation to the issuance of shares to (partially) finance potential acquisitions within the remaining headroom available under the management board's current authority to issue shares. The two founders of the Company also remain bound to a lock-up with Dutch Star Companies One (DSCO) until February 2021 following the merger and listing in February 2020.
Advisory, syndicate and bookbuilding
ABN AMRO Bank N.V., Coöperatieve Rabobank U.A. (together with its distribution partner Kepler Cheuvreux S.A.) and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners for the Offering.
The Joint Global Coordinators and Joint Bookrunners will commence the accelerated bookbuilding immediately, and books will open with immediate effect, following the release of this announcement. The timing of the closing of the book, pricing and allocation are at the discretion of CM.com and the Joint Global Coordinators and Joint Bookrunners.
The final number of New Shares and the issue price will be announced by CM.com as soon as possible after closing of the bookbuilding in a subsequent press release, which is expected to be published before markets open on Euronext Amsterdam on Wednesday 16 September 2020, subject to acceleration.