VICTORIA, British Columbia--(BUSINESS WIRE)--WeCommerce Holdings Ltd. (“WeCommerce” or the “Company”) (TSXV:WE) has signed a definitive purchase agreement to acquire 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 Company announced today. Archetype is a leading designer and developer of premium themes used by over 60,000 Shopify merchants. Its Impulse theme is the #1 ranked theme based on popularity in the Shopify Theme Store.
Archetype will continue to operate as an independent brand post-acquisition. Combined with Pixel Union and Out of the Sandbox, WeCommerce-owned themes will comprise five of the top-seven most popular paid themes in the Shopify Theme Store. This acquisition advances WeCommerce’s strategy to build, acquire and invest in the world’s top Shopify technology businesses.
The upfront consideration represents a multiple of approximately five times EBITDA, based on Archetype’s unaudited financial statements for the trailing twelve months period ended March 31, 2021. WeCommerce expects to fund the upfront consideration through a combination of cash on hand and borrowings under its senior secured credit facility.
“Archetype’s stunning themes portfolio is loved by merchants large and small, helping them attract and convert customers through high performing and thoughtfully designed premium storefronts.” said Chris Sparling, CEO of WeCommerce.
“Archetype has built a top brand in the Shopify partner ecosystem,” Alex Persson, President and Interim Chief Financial Officer added. “In the coming days, all of Archetype’s themes will be updated for Shopify’s Online Store 2.0 architecture, which we believe will unlock further flexibility and value for merchants.”
“We are thrilled to be part of WeCommerce," said Carson Shold, Co-founder and CTO of Archetype. "WeCommerce has a proven track record of building and growing companies in the Shopify space. WeCommerce’s experience and shared long-term vision of the partner ecosystem made them the clear choice.”
Pursuant to the purchase agreement, WeCommerce has agreed to pay Archetype an aggregate purchase price of up to US$32 million, comprising:
- US$20 million payable in cash on closing of the Acquisition; and
an earn-out of up to US$12 million, payable in two installments as follows:
- an amount of up to US$4 million, subject to the satisfaction of certain conditions, including Archetype achieving certain EBITDA targets for the six-month period ending December 31, 2021, which may be payable in or around the second quarter of 2022; and
- an amount of up to US$8 million, subject to the satisfaction of certain conditions, including Archetype achieving certain EBITDA targets for the twelve-month period ending December 31, 2022, which may be payable in or around the second quarter of 2023.
The earn-out payment 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.
The Acquisition is an arm’s length transaction that is expected to constitute an “expedited acquisition” pursuant to Policy 5.3 of the TSX Venture Exchange and is subject to customary closing conditions, including TSXV approval, receipt of certain third party consents and the other conditions set out in the purchase agreement. Subject to the satisfaction of such conditions, the Acquisition is expected to close within the next 45 days.
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, 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: whether and when the Acquisition will be consummated; the anticipated benefits of the Acquisition; the Company’s revenue and cash flow upon completion of the Acquisition, the anticipated timing for closing of the Acquisition; the Company's belief that the Acquisition will provide significant value to shareholders; the Company obtaining and/or satisfying customary approvals and conditions, including TSXV approval for an expedited acquisition; 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 parties' ability to consummate the Acquisition; the ability to receive, in a timely manner and on satisfactory terms, all necessary third party approvals; the ability of the parties to satisfy, in a timely manner, all other conditions to the closing of the Acquisition; the potential impact of the announcement or 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 do 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.
This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our and Archetype’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures including EBITDA. We define EBITDA as net income or loss before interest, income taxes and amortization. Management uses these non-IFRS measures in order to, among other things, facilitate operating performance comparisons from period to period and to prepare annual operating budgets and forecasts.
We are presenting these measures because we believe that our current and potential investors, and many analysts, use them to assess our current and future operating results and to make investments decisions. Management uses these measures in managing the business and making decisions. The non-IFRS measures used in this press release are not intended as a substitute for IFRS measures.