Shopify Launches Offering of Class A Subordinate Voting Shares
February 20 2018 - 5:00PM
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 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 4,800,000 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 Credit
Suisse and Morgan Stanley, acting as joint bookrunners, and
National Bank, acting as co-manager (collectively, the
“Underwriters“).
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 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 Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010; or
Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014. 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, 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. The Shopify platform was
engineered for reliability and scale, making enterprise-level
technology available to businesses of all sizes. Shopify currently
powers over 600,000 businesses in approximately 175 countries and
is trusted by brands such as Nestle, Red Bull, Rebecca Minkoff, and
Kylie Cosmetics.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20180220006609/en/
ShopifyINVESTORS:Katie KeitaDirector, Investor
Relations613-241-2828IR@shopify.comorMEDIA:Sheryl SoPublic
Relations Manager416-238-6705 (ext. 302)press@shopify.com
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