VICTORIA, British Columbia — WeCommerce Holdings Ltd. (“WeCommerce” or the “Company”) (TSXV:WE) announced today the successful closing of the previously-announced acquisition of substantially all of the assets of Archetype Themes Inc. (“Archetype”) for US$20 million upfront 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 following closing. The Acquisition is expected to be accretive to WeCommerce’s consolidated revenues and operating margins, and advances WeCommerce’s strategy to build, acquire and invest in the world’s top Shopify technology businesses.
“We are thrilled to officially welcome Archetype to the WeCommerce family,” said Alex Persson, President and Interim CFO of WeCommerce. “Top merchants globally have turned to Archetype for beautiful, high-performing storefronts that attract, delight and convert customers. Alongside Archetype’s founders and employees, we look forward to building on the Archetype foundation to innovate on the storefront experience for years to come.”
On closing of the Acquisition, WeCommerce paid Archetype upfront consideration of US$20 million in cash. The upfront cash portion of the consideration was funded with approximately US$10 million of cash on hand and approximately US$10 million of borrowings under the Company’s revolving credit facility.
WeCommerce may also be required to make earn-out payments of up to an aggregate of US$12 million if Archetype satisfies certain conditions, including, among other conditions, if it achieves certain EBITDA targets during the second half of 2021 and the full 2022 calendar year. If payable, the earn-out payments may be satisfied, at WeCommerce’s sole discretion, in either cash, the issuance of Class A common shares of WeCommerce (the “ Common Shares”) to Archetype at the 10-day volume weighted average trading price of the Common Shares calculated on the day immediately prior to the day of the issuance of such shares, or a combination thereof.
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 include Pixel Union, Out of the Sandbox, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of Shopify’s first partners since 2010, WeCommerce is focused on building, acquiring and investing in leading technology businesses operating in the Shopify partner ecosystem.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and forward-looking statements in this press release includes, but is not limited to, information and statements regarding: the anticipated benefits of the Acquisition; the Company’s revenue and cash flow upon completion of the Acquisition; the Company’s belief that the Acquisition will provide significant value to shareholders; and expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the potential impact of the 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 Company’s 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 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 regulators and is available on the Company’s 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. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Alex Persson, President and Interim Chief Financial Officer