Special Committee of Independent and
Disinterested Directors to Review Proposal
WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq:
MAPS), a leading technology and software infrastructure provider to
the cannabis industry, today confirmed that it has received a
non-binding proposal, dated December 17, 2024 (the “Proposal”),
from Douglas Francis, a founder, Chief Executive Officer and
Chairman of the Board of Directors (the “Board”) of WM Technology,
and Justin Hartfield, a founder and stockholder of WM Technology,
to purchase all of the outstanding common stock (Class A and Class
V) of WM Technology not already beneficially owned by Messrs.
Francis and Hartfield. Messrs. Francis and Hartfield currently
beneficially own approximately 32% of the outstanding shares of WM
Technology’s common stock.
According to the terms of the Proposal, which is subject to
certain conditions, Messrs. Francis and Hartfield would acquire all
of the shares of common stock of WM Technology not already owned by
Messrs. Francis and Hartfield for $1.70 per share of common stock
of WM Technology. A copy of the Proposal is included as Annex A to
this news release.
The Board has formed a special committee consisting of
disinterested and independent directors to consider the Proposal.
The special committee has retained Evercore Group L.L.C. as its
independent financial advisor and Allen Overy Shearman Sterling US
LLP as its independent legal advisor to assist it in considering
the Proposal.
The special committee intends to carefully consider the Proposal
with the assistance of its outside financial and legal advisors and
is committed to acting in the best interests of WM Technology and
all of its stockholders. There can be no assurance that any
definitive agreement will be executed, or that the proposed
transaction or any other transaction will be approved or
consummated. WM Technology does not intend to comment on or
disclose further developments regarding the special committee’s
consideration of the Proposal unless and until it deems further
disclosure is appropriate or required.
No action is required by WM Technology’s stockholders at this
time.
About WM Technology
Founded in 2008, WM Technology operates Weedmaps, a leading
cannabis marketplace for consumers, as well as a broad set of
eCommerce and compliance software solutions for cannabis businesses
and brands in U.S. state-legal markets. WM Technology holds a
strong belief in the power of cannabis and the importance of
enabling safe, legal access to consumers worldwide.
Over the past 15 years, the Weedmaps marketplace has become a
premier destination for cannabis consumers to discover and browse
cannabis-related products, access daily dispensary deals, order
ahead for pick-up and delivery by participating retailers (where
applicable) and learn about the plant. The Company also offers
eCommerce-enablement tools designed to help cannabis retailers and
brands reach consumers, create business efficiency, and manage
industry-specific compliance needs.
The Company is committed to advocating for full U.S.
legalization, industry-wide social equity, and continued education
about the plant through key partnerships and cannabis subject
matter experts.
Headquartered in Irvine, California, WM Technology supports
remote and hybrid work for eligible employees. Visit us at
www.weedmaps.com.
Forward-Looking Statements
This press release includes “forward-looking statements”
regarding the Company’s future business expectations which involve
risks and uncertainties. Forward looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the Company’s
expectations regarding the indication of interest received from
Messrs. Francis and Hartfield and uncertainty as to the pricing,
timing or terms of any transaction with Messrs. Francis and
Hartfield or any other alternative transactions. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of the Company. These forward-looking statements
are subject to a number of risks and uncertainties, including those
factors discussed in the Company’s 2023 Annual Report on Form 10-K
filed with the SEC on May 24, 2024 and subsequent Form 10-Qs or
Form 8-Ks filed with the SEC. In addition, forward-looking
statements reflect the Company’s expectations, plans or forecasts
of future events and views as of the date of this press release.
The Company anticipates that subsequent events and developments
will cause the Company’s assessments to change. However, while the
Company may elect to update these forward-looking statements at
some point in the future, the Company specifically disclaims any
obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Annex A
December 17, 2024
Board of Directors WM Technology, Inc. 41 Discovery Irvine,
California 92618
Dear Members of the Board of Directors:
We are pleased to submit this non-binding proposal to acquire
all of the outstanding shares of common stock (Class A and Class V)
of WM Technology, Inc. (“WM” or the "Company") that we do not
currently own (the “Transaction”) for $1.70 per share in cash (the
“Offer Price”).
We firmly believe that our proposed Transaction is in the best
interests of WM stockholders as well as all WM stakeholders,
including its employees, clients, and end-users. Our proposal
presents the Company’s public stockholders with a value-maximizing
alternative to WM’s current strategic trajectory and an opportunity
to de-risk their investment.
As Co-Founders and WM’s largest stockholders, we are deeply
passionate about the Company and the licensed cannabis industry.
When we first decided to take the Company public, there was an
expectation that the tailwinds emerging in 2020-2021 across the
licensed cannabis end-markets, coupled with the support of
institutional public equity investors gained with a Nasdaq listing,
would allow WM to capitalize on growth opportunities in an
accelerated manner and create sustainable long-term stockholder
value. Today, however, WM is facing significant headwinds, with
licensed end-markets continuing to decline from the peak volumes
achieved at the time of the Company’s deSPAC transaction in 2021.
Further, the continued consolidation of cannabis retailers and
brands among large multi-state operators, coupled with the
increased entry of traditional technology providers into cannabis,
are creating significant risks for WM’s current business model as a
public company. Our proposal would provide public stockholders with
immediate liquidity and certainty of value at a significant premium
to current trading levels.
We have summarized the proposed terms of the Transaction
below:
Offer Price
We are prepared to offer $1.70 per share in cash for all of the
outstanding shares of common stock (Class A and Class V) of the
Company that we do not currently own. This offer represents a
substantial premium to relevant trading metrics, including:
- 39% premium to the closing price as of December 17, 2024,
- 52% premium to the implied Enterprise Value as of December 17,
2024,
- 65% premium to the volume-weighted average price (VWAP) in the
last year.
Financing
As part of the Transaction, we would plan to roll 100% of our
current equity interests in the Company, which account for
approximately 32% of common shares outstanding. Since we filed an
amendment to our Schedule 13D, we have engaged in discussions with
financing sources who have spent significant time with us to
understand WM and validate our thesis. We have received proposals
from these potential financing partners and are highly confident in
securing the debt and equity financing required for our proposal
based on these conversations.
As we plan to secure fully-committed financing prior to signing
a definitive agreement, the Transaction would not be contingent on
financing.
Confirmatory Due
Diligence
We have spent significant time and resources reviewing the
publicly-available information on the Company as well as the
diligence materials provided by the Company in preparing our offer,
and will make further commitments of time and resources in order to
consummate the Transaction expeditiously. Given our history with WM
and the work that we have completed with our financing sources, we
anticipate that their remaining confirmatory due diligence will be
limited in scope and can be completed quickly.
Transaction Process
Our proposal will be conditioned upon (a) the approval by a
Special Committee of the Board (after consulting with its advisors,
provided the Special Committee is comprised of disinterested
directors that are fully independent and empowered to consider our
proposal) and, on the Special Committee’s recommendation, the full
Board and (b) a fully-informed approval of the holders of a
majority of the shares of the Company’s stock that will not be
rolled into the Transaction.
If another potential buyer of the Company should submit a
competing proposal, we would be willing to engage in discussions
with such buyer in our capacity as stockholders of the Company.
However, we have no intention to vote our stock in favor of any
alternative or competing sale, merger or similar transaction
involving the Company. Further, we think a competing proposal is
highly unlikely now or in the future given the magnitude of the tax
receivable agreement (TRA) payment that would be due in such a
transaction, which is estimated to be over $100 million at our
Offer Price.
We currently intend to remain stockholders of the Company if a
potential transaction cannot be completed under the terms
envisioned by our proposal.
Definitive Agreement
We anticipate that the definitive merger agreement, which will
be negotiated on mutually-acceptable terms, will contain customary
terms and conditions for transactions of similar size and nature.
We expect to be in a position to execute a definitive agreement in
3-4 weeks.
Disclosure
In accordance with our legal obligations, we will promptly file
an amendment to our Schedule 13D, including a copy of this
letter.
Advisors
To assist us in consummating the proposed Transaction, we have
engaged Jefferies LLC (“Jefferies”) as financial advisor, and
Cadwalader, Wickersham & Taft LLP (“Cadwalader”) as legal
counsel.
Our proposal is a non-binding expression of interest only and
does not constitute an offer to purchase the Company or any
securities or assets of the Company that is subject to binding
acceptance. We reserve the right to withdraw or modify our proposal
at any time. No legal obligation with respect to our proposal or
any other transaction shall arise unless and until we have executed
definitive transaction documentation with the Company.
We would welcome the opportunity to engage with you to further
explain the merits of our proposal and work with the Board and
Special Committee to explore a Transaction. To the extent you have
any questions with regard to our proposal, please feel free to
contact our advisors at Jefferies and Cadwalader.
Sincerely,
/s/ Doug Francis and /s/ Justin Hartfield
Doug Francis and Justin Hartfield Co-Founders of WM Technology,
Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20241218570257/en/
Investor Relations: investors@weedmaps.com
Media Contact: press@weedmaps.com
WM Technology (NASDAQ:MAPS)
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