Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced
the pricing of its previously announced public offering of
1,180,000 Class A subordinate voting shares (the “Offered Shares”)
at a price to the public of US$1,315 per share (the “Offering”).
The gross proceeds from the Offering, before underwriting discounts
and offering costs, are expected to be US$1,551,700,000.
Shopify has granted the Underwriters (as defined below) an
over-allotment option to purchase up to an additional 177,000 Class
A subordinate voting shares to be sold pursuant to the Offering
(the “Over-Allotment Option”). The Over-Allotment Option is
exercisable for a period of 30 days from the date of the final
prospectus supplement relating to the Offering.
Shopify expects to use the net proceeds from the Offering to
strengthen its balance sheet, providing flexibility to fund its
growth strategies.
Closing of the Offering is subject to a number of closing
conditions, including the listing of the Offered Shares on the NYSE
and the TSX, and any required approvals of each exchange, and is
expected to occur on or about February 25, 2021. The Offering is
being led by Citigroup, Credit Suisse and Goldman Sachs & Co.
LLC (the “Underwriters”).
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.
Shopify has filed a preliminary prospectus supplement for the
Offering, and will file a final prospectus supplement, to its short
form base shelf prospectus dated August 6, 2020 (the “Base Shelf
Prospectus”) with the securities regulatory authorities in each of
the provinces and territories of Canada except Québec. The
preliminary prospectus supplement has also been filed, and the
final prospectus supplement will be filed, with the U.S. Securities
and Exchange Commission (the “SEC”) as a supplement to Shopify’s
registration statement on Form F-10 (the “Registration Statement”)
under the U.S./Canada Multijurisdictional Disclosure System. The
prospectus supplement, the Base Shelf Prospectus and the
Registration Statement contain important detailed information about
the Offering. A copy of the Canadian prospectus supplement and the
Base Shelf Prospectus can be found on SEDAR at www.sedar.com, and a
copy of the U.S. prospectus supplement and the Registration
Statement can be found on EDGAR at www.sec.gov. Copies of these
documents may also be obtained from Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
Telephone: 1-800-831-9146; Credit Suisse Securities (USA) LLC,
Attention: Prospectus Department, Eleven Madison Avenue, 3rd floor,
New York, NY 10010, Telephone: 1-800-221-1037 or e-mail:
usa.prospectus@credit-suisse.com; Credit Suisse Securities
(Canada), Inc., Attention: Olivier Demet, 1 First Canadian Place,
Suite 2900, Toronto, Ontario M5X 1C9, Telephone: 416-352-4749 or
e-mail: olivier.demet@credit-suisse.com; or Goldman Sachs & Co.
LLC, Attn: Prospectus Department, 200 West Street, New York, NY
10282, telephone: 866-471-2526, facsimile: 212-902-9316 or email:
prospectusny@ny.email.gs.com. Prospective investors should read the
final prospectus supplement, the Base Shelf Prospectus and the
Registration Statement before making an investment decision.
About Shopify
Shopify is a leading global commerce company, providing trusted
tools to start, grow, market, and manage a retail business of any
size. Shopify makes commerce better for everyone with a platform
and services that are engineered for reliability, while delivering
a better shopping experience for consumers everywhere. Shopify
powers over 1.7 million businesses in more than 175 countries and
is trusted by brands such as Allbirds, Gymshark, Heinz, Staples
Canada and many more.
We were proudly founded in Ottawa, Canada, but prefer to think
of the company location as Internet, Everywhere. Shopify is a
company of and by the internet, and we have physical outposts
around the world. The archaic newswire system doesn’t allow us to
acknowledge this fact, so we will henceforth keep this paragraph in
our press releases until technology improves.
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, the terms of the Offering and the
proposed use of proceeds. Words such as “expects”, “continue”,
“will”, “plans”, “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: https://www.businesswire.com/news/home/20210222006015/en/
INVESTORS: Katie Keita Senior Director, Investor Relations
613-241-2828 x 1024 IR@shopify.com
MEDIA: Rebecca Feigelsohn Communications Lead 416-238-6705 x 302
press@shopify.com
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