Shopify Launches Offering of Class A Subordinate Voting Shares
May 18 2017 - 7:52AM
Business Wire
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced
that it has filed a preliminary prospectus supplement (the
“Preliminary Supplement“) to its amended and restated short form
base shelf prospectus dated May 17, 2017. The Preliminary
Supplement was filed in connection with a marketed offering of
Shopify’s Class A subordinate voting shares (the “Offering“). The
Preliminary Supplement has been filed with the securities
regulatory authorities in each of the provinces and territories of
Canada except Quebec. The Preliminary Supplement has also been
filed with the U.S. Securities and Exchange Commission (the “SEC”)
as part of a registration statement on Form F-10 (the “Registration
Statement”) under the U.S./Canada Multijurisdictional Disclosure
System.
A total of 5,500,000 Class A subordinate voting shares will be
offered by Shopify for sale under the Offering, which will be
conducted through a syndicate of underwriters comprised of Morgan
Stanley and Credit Suisse, acting as bookrunners, and CIBC Capital
Markets, acting as co-manager (collectively, the
“Underwriters“).
Shopify will also grant the Underwriters an over-allotment
option to purchase up to an additional 15% of the Class A
subordinate voting shares to be sold pursuant to the Offering. The
over-allotment option will be exercisable for a period of 30 days
from the date of the final prospectus supplement relating to the
Offering.
Closing of the Offering will be subject to a number of closing
conditions, including the listing of the Class A subordinate voting
shares on the NYSE and TSX, and any required approvals of each
exchange.
In connection with the Offering, Shopify also filed an amended
and restated base shelf prospectus with the regulatory authorities
in each of the provinces and territories of Canada except Quebec,
and a corresponding shelf registration statement on Form F-10 with
the SEC, to increase the value of securities that may be
distributed thereunder to US$2.5 billion during the 25-month period
commencing August 5, 2016 that the amended and restated base shelf
prospectus remains effective.
No securities regulatory authority has either approved or
disapproved the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in
any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction.
The Preliminary Supplement and the Registration Statement
contain important detailed information about the Offering. A copy
of the Preliminary Supplement can be found on SEDAR at
www.sedar.com and www.sec.gov, and a copy of the Registration
Statement can be found on EDGAR at www.sec.gov. Copies of the
Preliminary Supplement and the Registration Statement may also be
obtained from Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or
Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, One Madison Avenue, New York, NY 10010. Prospective
investors should read the Preliminary Supplement and Registration
Statement before making an investment decision.
About Shopify
Shopify is the leading cloud-based, multi-channel commerce
platform designed for small and medium-sized businesses. Merchants
can use the software to design, set up, and manage their stores
across multiple sales channels, including web, mobile, social
media, marketplaces and physical retail locations. The platform
also provides merchants with a powerful back-office and a single
view of their business. The Shopify platform was engineered for
reliability and scale, making enterprise-level technology available
to businesses of all sizes. Shopify currently powers hundreds of
thousands of businesses in approximately 175 countries and is
trusted by brands such as Tesla, Nestle, GE, Red Bull, Kylie
Cosmetics, and many more.
Forward-looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws (“forward-looking statements“) including statements
regarding the proposed Offering and the terms of the Offering.
Words such as “will”, “anticipates” and “intends” or similar
expressions are intended to identify forward-looking
statements.
These forward-looking statements are based on Shopify’s current
expectations about future events and financial trends that
management believes might affect its financial condition, results
of operations, business strategy and financial needs, and on
certain assumptions and analysis made by Shopify in light of the
experience and perception of historical trends, current conditions
and expected future developments and other factors management
believes are appropriate. These projections, expectations,
assumptions and analyses are subject to known and unknown risks,
uncertainties, assumptions and other factors that could cause
actual results, performance, events and achievements to differ
materially from those anticipated in these forward-looking
statements. Although Shopify believes that the assumptions
underlying these forward-looking statements are reasonable, they
may prove to be incorrect, and readers cannot be assured that the
Offering discussed above will be completed on the terms described
above. Completion of the proposed Offering and the terms thereof
are subject to numerous factors, many of which are beyond Shopify’s
control, including but not limited to, the failure of customary
closing conditions and other important factors disclosed previously
and from time to time in Shopify’s filings with the SEC and the
securities commissions or similar securities regulatory authorities
in each of the provinces or territories of Canada. The
forward-looking statements contained in this news release represent
Shopify’s expectations as of the date of this news release, or as
of the date they are otherwise stated to be made, and subsequent
events may cause these expectations to change. Shopify undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170518005605/en/
ShopifyINVESTORS:Katie Keita, 613-241-2828Director, Investor
RelationsIR@shopify.comorMEDIA:Erin Hochstein, 226-972-1767Public
Relations Managerpress@shopify.com
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