Item 1.01 Entry into a Material Definitive Agreement
Share Purchase Agreement
On November 9, 2021, DoorDash, Inc., a Delaware corporation ("DoorDash"),
entered into a Share Purchase Agreement (the "Share Purchase Agreement") with
Wolt Enterprises Oy, a limited liability company incorporated and existing under
the laws of Finland ("Wolt"), each person who executes and delivers to DoorDash
a Joinder Agreement (as defined in the Share Purchase Agreement) (each a
"Seller" and collectively, the "Sellers") and Mikko Kuusi, as the representative
of the securityholders of Wolt under the Share Purchase Agreement. Pursuant to
the Share Purchase Agreement, subject to the terms and conditions thereof, at
the Closing, DoorDash will purchase from the Sellers all shares of Wolt's
capital stock ("Company Capital Stock") and vested options to purchase shares of
Wolt's common stock ("Vested Options") held by such Sellers (the "Purchase") in
exchange for shares of DoorDash Class A Common Stock ("DoorDash Class A Common
Stock"). In addition, unvested options to purchase Wolt's common stock
("Unvested Options") will be cancelled and DoorDash will substitute such
Unvested Options with restricted stock units representing a right to acquire
shares of DoorDash Class A Common Stock ("Substitute RSUs").
The total number of shares of DoorDash Class A Common Stock to be issued or
reserved for issuance will equal 39,382,172 shares, subject to customary
adjustments, including with respect to Wolt's cash, working capital,
indebtedness, transaction expenses, certain pre-closing taxes and the
establishment of an indemnity escrow fund. The number of DoorDash Class A Common
Stock or Substitute RSUs to be issued to each holder of Company Capital Stock,
Vested Options and Unvested Options will be based on a formula set forth in the
Share Purchase Agreement.
In connection with the transaction, DoorDash will also establish a EUR 500
million retention pool to be allocated among Wolt's continuing employees (the
"Retention Pool"). Up to EUR 20 million of the Retention Pool may be in the form
of cash retention awards ("Cash Retention Awards") and the remaining amount of
the Retention Pool would be awarded as restricted stock units covering DoorDash
Class A Common Stock ("Retention RSUs"). The number of Retention RSUs will be
calculated based on the volume weighted average price per share of DoorDash
Class A Common Stock on the New York Stock Exchange for the ten consecutive
trading days ending three trading days prior to the Closing, with such trading
price converted from U.S. dollars into Euros based on a conversion rate
determined at Closing as provided in the Stock Purchase Agreement. The Retention
RSUs and Cash Retention Awards will vest based on continued service with
DoorDash or one of its affiliates (including Wolt) over a four-year period
following the Closing as described in the Stock Purchase Agreement.
DoorDash will file a registration statement on Form S-4 (the "Registration
Statement") to register the shares of DoorDash Class A Common Stock to be issued
in connection with the Purchase and the shares will be listed on the New York
Stock Exchange. Certain Sellers who hold at least 1.5% of the outstanding
Company Capital Stock are expected to enter into a lock-up agreement (the
"Lock-Up Agreement") restricting certain transfers of the shares of DoorDash
Class A Common Stock to be received in connection with the Purchase following
the Closing for a limited period.
The Share Purchase Agreement contains customary representations and warranties
of each of the parties as well as customary covenants and agreements for
transactions of this type, including with respect to the operation of the
business of Wolt between signing and Closing. The Share Purchase Agreement also
contains indemnification provisions whereby the Sellers and holders of the
Substitute RSUs (the "Indemnifying Parties") will indemnify DoorDash and certain
other related parties for certain losses arising out of, among other things,
inaccuracies in, or breaches of, the representations, warranties, and covenants
of Wolt and Sellers and other indemnifiable matters, subject to certain caps,
thresholds, and other limitations. A portion of the shares of DoorDash Class A
Common Stock otherwise issuable or reserved for issuance with respect to the
Company Common Stock, Vested Options and Unvested Options at the Closing and
will be withheld and subject to escrow to secure the indemnification obligations
of the Indemnifying Parties. DoorDash and the other indemnified parties will be
able to make claims against the indemnity escrow for a period of 15 months
following the Closing, subject to certain limitations.
In connection with the transaction, certain executives of Wolt have accepted
offers of employment made by DoorDash to remain employees of Wolt following the
Closing.
The respective boards of directors of DoorDash and Wolt have approved the Share
Purchase Agreement. In addition, holders of approximately 62% of the outstanding
shares of Company Capital Stock have executed Support Agreements (as defined and
described below) (the "Supporting Stockholders") committing to support the
Purchase. The Supporting Stockholders are parties to Wolt's shareholder
agreements pursuant to which, under certain circumstances, holders of a majority
Company Capital Stock on a fully diluted basis and a majority of the holders of
Wolt's outstanding preferred stock can require all other Wolt stockholders party
to such shareholder agreements to sell their shares of Company Capital Stock in
the Purchase (the "Drag Along"). Under the Share Purchase Agreement, Wolt and
the Supporting Stockholders have agreed to effect the Drag Along in connection
with the Purchase in certain situations if holders of 100% of Wolt's
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outstanding shares of Company Capital Stock have not entered into Joinder
Agreements to sell their shares to DoorDash within forty-five days following the
effective date of the Registration Statement.
Consummation of the Purchase is subject to customary closing conditions for
transactions of this type. These conditions include, among others: the receipt
of certain specified regulatory approvals, the absence of certain laws or orders
prohibiting or making illegal the Purchase, the effectiveness of the
Registration Statement, approval of a prospectus under Finnish law by the
Finnish authorities, if determined to be required, no event occurring that had
or would reasonably be expected to have a material adverse effect (as defined in
the Share Purchase Agreement) on DoorDash or Wolt, compliance by the parties
with their respective covenants in the Share Purchase Agreement in all material
respects, the accuracy of representations and warranties made by DoorDash and
Wolt, satisfaction of certain conditions related to key employees, and delivery
of Joinder Agreements and Lock-Up Agreements.
In addition, if the Purchase is not completed by the termination date specified
in the Share Purchase Agreement or there is a permanent injunction or other
legal prohibition on the completion of the Purchase, either DoorDash or Wolt may
choose to terminate the Share Purchase Agreement. DoorDash or Wolt may also
elect to terminate the Share Purchase Agreement in certain other circumstances,
and the parties can mutually decide to terminate the Share Purchase Agreement at
any time prior to the closing of the Purchase. If DoorDash or the Company
terminates the Share Purchase Agreement due to the failure to obtain a required
regulatory approval by the End Date (as defined in the Share Purchase Agreement)
or because an injunction in connection with a required regulatory approval has
been entered permanently prohibiting the consummation of the Purchase, and all
other conditions to Closing have been satisfied or capable of being satisfied,
DoorDash may be required to pay a termination fee of €210,000,000.
Under the terms of the Share Purchase Agreement, Wolt is not permitted to
solicit, initiate, seek, cooperate, or knowingly encourage or assist in any
alternative transaction proposals from third parties or to engage in discussions
or negotiations with third parties regarding any alternative transaction
proposals.
The foregoing descriptions of the Share Purchase Agreement, the related
ancillary agreements and the transaction do are qualified in their entirety by
reference to the Share Purchase Agreement, a copy of which will be filed no
later than the filing of DoorDash's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021.
Support Agreements
Simultaneously with the execution and delivery of the Share Purchase Agreement,
certain of the officers and directors and 5% or greater stockholders of Wolt and
certain of their affiliates have entered into support agreements with DoorDash
(the "Wolt Support Agreements"), pursuant to which such persons and entities
have agreed, among other things, to execute a Joinder Agreement pursuant to
which, following the effectiveness of the Registration Statement, such
stockholder will become a Seller under the Share Purchase Agreement, use efforts
to cause holders of Company Capital Stock and Vested Options to execute a
Joinder Agreement and, under certain circumstances, effect the Drag Along.
The persons and entities signing the Wolt Support Agreements beneficially own a
majority of the outstanding Company Capital Stock.
The foregoing description of the Wolt Support Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of the Wolt
Support Agreement, a copy of which will be filed no later than the filing of
DoorDash's Annual Report on Form 10-K for the fiscal year ended December 31,
2021.
Lock-Up Agreements
Pursuant to the Lock-Up Agreement, certain Sellers holding at least 1.5% of the
outstanding shares of Company Capital Stock will be restricted from transferring
75% of the shares of DoorDash Class A Common Stock received in connection with
the Purchase following the Closing (the "Lock-Up Shares"). The Lock-Up Agreement
will terminate as to one-third of the Lock-Up Shares on each of the fiftieth,
the one-hundredth and the one-hundred and fiftieth days following the Closing.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events, including the timing of the proposed
transaction and other information related to the proposed transaction. In some
cases, you can identify forward-looking statements because they contain words
such as "may," "will," "should," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these words or other
similar terms or expressions that
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concern the proposed transaction and our expectations, strategy, plans or
intentions regarding it. Forward-looking statements in this communication
include, but are not limited to, (i) expectations regarding the timing,
completion and expected benefits of our proposed acquisition of Wolt Enterprises
Oy ("Wolt"), (ii) plans, objectives and expectations with respect to future
operations, stakeholders and the markets in which we, Wolt and the combined
company will operate, and (iii) the expected impact of the proposed transaction
on the business of the parties. Expectations and beliefs regarding these matters
may not materialize, and actual results in future periods are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. These risks, uncertainties and other factors relate to, among
others: risks and uncertainties related to our pending acquisition of Wolt,
including the failure to obtain, or delays in obtaining, required regulatory
approvals, the failure to satisfy any of the closing conditions to the proposed
transaction on a timely basis or at all and costs and expenses associated with
failure to close; costs, expenses or difficulties related to the acquisition of
Wolt, including the integration of the Wolt's business; failure to realize the
expected benefits and synergies of the proposed transaction in the expected
timeframes or at all; the potential impact of the announcement, pendency or
consummation of the proposed transaction on relationships with our and/or Wolt's
employees, customers, suppliers and other business partners; the risk of
litigation or regulatory actions to us and/or Wolt; inability to retain key
personnel; changes in legislation or government regulations affecting us or
Wolt; developments in the COVID-19 pandemic and resulting business and
operational impacts on us and/or Wolt; and economic, financial, social or
political conditions that could adversely affect us, Wolt or the proposed
transaction. For additional information on other potential risks and
uncertainties that could cause actual results to differ from the results
predicted, please see our Annual Report on Form 10-K for the year ended December
31, 2020 and subsequent Form 10-Qs or Form 8-Ks filed with the Securities and
Exchange Commission (the "SEC"). All information provided in this communication
is as of the date of this communication and any forward-looking statements
contained herein are based on assumptions that we believe to be reasonable, and
information available to us, as of such date. We undertake no duty to update
this information unless required by law.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Important Additional Information Will be Filed with the SEC
DoorDash will file with the SEC a registration statement on Form S-4, which will
include a prospectus of DoorDash. INVESTORS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT DOORDASH, WOLT, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors will be able to obtain free copies of the registration statement and
other documents filed with the SEC through the website maintained by the SEC at
www.sec.gov and on DoorDash's website at ir.doordash.com.
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