1. Homepage
  2. Equities
  3. Netherlands
  4. Euronext Amsterdam
  5. CM.com N.V.
  6. News
  7. Summary
    CMCOM   NL0012747059

CM.COM N.V.

(CMCOM)
  Report
Real-time Euronext Amsterdam  -  11:35 2022-06-24 am EDT
13.83 EUR   +0.22%
06/21WHITEPAPER : Innovative, Green and Efficient With Digital Signing
PU
06/03CM COM N : .com completes repurchase of shares for employee share plans
PU
05/27CM COM N : .com repurchases shares for employee share plans
PU
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Dutch Star ONE N : Companies ONE extraordinary general meetings results; business combination effective 21 February 2020

02/20/2020 | 02:27pm EDT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRESS RELEASE

Amsterdam, 20 February 2020

Dutch Star Companies ONE extraordinary general meetings results; business combination effective 21 February 2020

Dutch Star Companies ONE N.V. ("DSCO"), a special purpose acquisition company listed on Euronext Amsterdam (symbol: DSC1) announces that at its Extraordinary General Meetings (EGM's) of shareholders, held today at the Crowne Plaza Hotel Amsterdam South, all resolutions were duly passed by the shareholders allowing the business combination with CM.com to become effective as of 21 February 2020.

DSCO has received the waiver of the European Investment Bank. Hence, the EGM's were the last steps towards completion of the business combination of DSCO with CM.com B.V. (together with its subsidiaries, "CM.com"), a global Conversational Commerce platform that provides enterprises full- scale CPaaS (Communication Platform as a Service) services with integrated payment solutions.

DSCO SHAREHOLDERS AND WARRANTS

None of the DSCO shareholder made use of the opportunity to sell back their shares to the company (as dissenting shareholders). As a result, all DSCO warrants issued at the IPO and all new warrants to be issued at the business combination will now be exercised as described in the DSCO press release published 18 February 2020. This implies that all existing IPO-warrants owned on 25 February after close of market will be converted into new ordinary shares with a conversion rate of 3.4865 warrants per ordinary share; and that the BC-warrant will be automatically converted into ordinary shares at a rate of 1 new ordinary share for every 6.9735 ordinary shares registered on 25 February 2020 after close of market. Both conversions will be rounded down to full shares CM.com and any remaining warrants will cease to exist. The warrants will be delisted due to conversion as of 27 February.

DSCO WILL BE RENAMED CM.COM N.V. AS OF 21 FEBRUARY

DSCO and CM.com will pursue their business combination that will be structured as a legal merger between DSCO (as surviving company) and CM.com (as disappearing company). As of tomorrow 21 February 2020, the business combination will be renamed into CM.com N.V. and will maintain its listing on Euronext Amsterdam, and as a result of the merger, listed shares in the merged company will be allotted to the existing shareholders and additional investors of CM.com. The company will further trade under the symbol "CMCOM", its international securities identification number NL0013746431 will be retained.

SHARE DISTRIBUTION

The expected total number of issued ordinary shares CM.com after the conversion of all warrants and the special shares, as well as the additional investments as set out in the shareholders' circular dated 9 January 2020, and the issue of ordinary shares under the Employee Share Option Plan will be

1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

26,259,9241. Part of the shares to be issued under the Employee Share Option Plan will not be issued at business combination but at the time of allocation to staff, therefore the total number of issued shares is 86,062 lower than announced in the DSCO press release of 18 February 2020.

Table: Anticipated distribution of CM.com shares after completion of the business combination

Shareholder

Number of

Stake in

ordinary shares

CM.com

Former CM.com shares

17,737,498

67,5%

-

ClubCompany1 B.V.

7,618,749

29,0%

-

ClubCompany2 B.V.

7,618,749

29,0%

- Additional investment large DSCO shareholders

1,000,000

3,8%

-

Teslin

1,500,000

5,7%

Existing DSCO-shares

5,536,500

21,1%

New shares based on full conversion of all DSCO

warrants1

1,587,982

6,0%

New shares based on full conversion of all 194,444

special shares

1,361,108

5,2%

Shares reserved to distribute to CM.com staff

36,836

0,1%

Total1

26,259,924

100.0%

PRESS AND INVESTOR INFORMATION

Press contacts:

Dutch Star Companies ONE: Bickerton, David Brilleslijper +31 (0)6 10942514 or press@dutchstar1.com

Investor contacts:

Dutch Star Companies ONE, David van Ass, Derk Hoek, Felix Snoeck Henkemans +31 (0)20 416 1303 or ir@dutchstar1.com

RATIONALE FOR BUSINESS COMBINATION

CM.com and DSCO believe that the business combination will provide additional capital to support and accelerate growth of CM.com, especially for the funding of investments in geographical sales and marketing expansion, but also to strengthen research and development and possible selective accretive acquisitions to ensure CM.com stays ahead of the fast-growing demand for Conversational Commerce. Furthermore, a listing on the Euronext Amsterdam stock exchange will significantly enhance CM.com's profile, create a new long-term shareholder base, provide the means to further incentivize key employees and attract new talent, and allow for acquisition currency. The transaction offers CM.com immediate additional funds to capture current growth opportunities and can fuel the strategy and growth path in the long-run.

In addition, the business combination will substantially strengthen CM.com's financial position, providing a healthy cash position to fuel further growth and make CM.com virtually debt-free.

1 Final number of shares depends on the exact number of warrants converted into ordinary shares

2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

ABOUT DUTCH STAR COMP ANIES ONE

The name Dutch Star Companies ONE (DSCO) refers to the objective of DSCO to raise capital and to acquire a significant minority stake in a single Dutch high performing 'star company' with principal business operations in Europe, preferably in the Netherlands.

More information about DSCO can be found in the Prospectus dated 9 February 2018 which has been approved by the Dutch Authority for the Financial Markets, the AFM and on the website at www.dutchstarcompanies.com.

ABOUT CM.COM

CM.com is a Conversational Commerce platform that connects enterprises and brands to the mobile phones of billions of consumers globally. The company provides messaging channels, such as RCS, SMS, WhatsApp and Apple Business Chat combined with a Customer Data Platform and other platform features. CM.com is a leading global CPaaS platform with integrated Payments functionality. Almost ten thousand customers use CM.com's products with a view to deliver better marketing, better sales and better service to their consumers.

More information about CM.com can be found on the website at www.cm.com.

DISCLAIMER

This press release is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Dutch Star Companies ONE N.V. (the Company, and such securities, the Securities) in the United States, Canada, Australia or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This press release is not for publication or distribution, directly or indirectly, in or into the United States. This press release is not an offer of securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

In the United Kingdom, this document and any other materials in relation to the Securities are only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

This announcement does not constitute a prospectus. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

3

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

This press release may include statements, including the Company's financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

4

Disclaimer

Dutch Star Companies ONE NV published this content on 20 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 19:26:05 UTC


© Publicnow 2020
All news about CM.COM N.V.
06/21WHITEPAPER : Innovative, Green and Efficient With Digital Signing
PU
06/03CM COM N : .com completes repurchase of shares for employee share plans
PU
05/27CM COM N : .com repurchases shares for employee share plans
PU
05/27CM.com N.V. commences an Equity Buyback Plan, under the authorization approved on April..
CI
05/26CM COM N : FKP Scorpio and CM.com's Appmiral Start Long-Term Partnership for Mobile Event ..
PU
04/22CM COM N : Shareholders CM.com N.V. adopt all resolutions
PU
04/21CM COM N : Shareholders CM.com N.V. adopt all resolutions
PU
04/21CM.COM N.V. : Proxy Statments
CO
04/20CM COM N : Strong start of 2022 for CM.com with Q1 revenue up 42% and gross profit up 45%
PU
04/20CM COM N : Strong start of 2022 with Q1 revenue up 42% and gross profit up 45%
PU
More news
Financials
Sales 2022 318 M 335 M 335 M
Net income 2022 -27,5 M -29,0 M -29,0 M
Net Debt 2022 2,40 M 2,53 M 2,53 M
P/E ratio 2022 -14,4x
Yield 2022 -
Capitalization 400 M 422 M 422 M
EV / Sales 2022 1,27x
EV / Sales 2023 1,06x
Nbr of Employees 755
Free-Float 34,5%
Chart CM.COM N.V.
Duration : Period :
CM.com N.V. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends CM.COM N.V.
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 2
Last Close Price 13,83 €
Average target price 16,00 €
Spread / Average Target 15,7%
EPS Revisions
Managers and Directors
Jeroen van Glabbeek Chief Executive Officer & Managing Director
Jörg de Graaf Chief Financial Officer & Managing Director
Jacobus Wim van den Broek Chairman-Supervisory Board
Jan Saan Chief Technology Officer
Gilbert Franciscus Gooijers Chief Operating Officer & Managing Director
Sector and Competitors
1st jan.Capi. (M$)
CM.COM N.V.-50.25%422
ADOBE INC.-31.63%183 198
ROPER TECHNOLOGIES, INC.-17.11%43 182
AUTODESK, INC.-34.77%41 821
WORKDAY INC.-44.34%38 621
ELECTRONIC ARTS INC.-1.29%36 366