OTTAWA, Ontario -- (Business Wire)
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced that it
has filed a preliminary prospectus supplement (the “Preliminary
Supplement”) to its short form base shelf prospectus dated August 3,
2018 (the “Base Shelf Prospectus”). The Preliminary Supplement was filed
in connection with a public 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 2,600,000 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 who are acting as joint bookrunners in the Offering.
Shopify expects to use the net proceeds from the Offering to strengthen
its balance sheet, providing flexibility to fund its growth strategies.
Pending their use, Shopify intends to invest the net proceeds from the
Offering in short-term, investment-grade, interest-bearing instruments
or hold them as cash.
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.
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,
the Base Shelf Prospectus 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 these documents 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, the Base
Shelf Prospectus and the Registration Statement before making an
investment decision.
About Shopify
Shopify is the leading omni-channel commerce platform. Merchants use
Shopify to design, set up, and manage their stores across multiple sales
channels, including mobile, web, social media, marketplaces,
brick-and-mortar locations, and pop-up shops. The platform also provides
merchants with a powerful back-office and a single view of their
business, from payments to shipping. The Shopify platform was engineered
for reliability and scale, making enterprise-level technology available
to businesses of all sizes. Headquartered in Ottawa, Canada, Shopify
currently powers over 600,000 businesses in approximately 175 countries
and is trusted by brands such as Nestle, Kylie Cosmetics, Allbirds,
MVMT, 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 is 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181213005909/en/
Contacts:
INVESTORS:
Katie Keita Director, Investor Relations
613-241-2828
IR@shopify.com
MEDIA:
Darrell Etherington, Public Relations Manager
416-238-6705
(ext. 302)
press@shopify.com
Source: Shopify Inc.
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