OTTAWA, ONTARIO — May 6, 2015 – Shopify Inc. ("Shopify") today announced that it expects to launch the roadshow for the initial public offering of its Class A subordinate voting shares on May 7, 2015. The initial public offering price is currently expected to be between U.S.$12 and U.S.$14 per share. The offering is for 7,700,000 Class A subordinate voting shares. Shopify also currently anticipates granting the underwriters an option to purchase up to an additional 1,155,000 Class A subordinate voting shares. Shopify has applied to list its Class A subordinate voting shares on the New York Stock Exchange and the Toronto Stock Exchange under the ticker symbols "SHOP" and "SH", respectively.
Morgan Stanley, Credit Suisse and RBC Capital Markets are acting as joint book-running managers for the offering. Pacific Crest Securities, Raymond James & Associates and Canaccord Genuity are acting as co-managers.
A registration statement relating to the Class A subordinate voting shares has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The Class A subordinate voting shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
An amended and restated preliminary prospectus has been filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada containing important information relating to the Class A subordinate voting shares. The amended and restated preliminary prospectus remains subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the Class A subordinate voting shares until a receipt for the final prospectus has been issued by the relevant securities commissions in Canada.
The offering is being made only by means of a prospectus. A copy of the prospectus related to the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone: 866-718-1649, or by email: prospectus@morganstanley.com; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, by telephone 800-221-1037, or by email: newyork.prospectus@credit-suisse.com; or RBC Dominion Securities Inc., Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street 8th Floor, New York, NY 10281, or by telephone, 877-822-4089. Copies of the prospectus may also be obtained from www.sec.gov and www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and 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 state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Shopify
Shopify is a leading cloud-based commerce platform designed for small and medium-sized businesses. Merchants can use the software to design, set up and manage their stores across multiple sales channels, including web, mobile, social media, brick-and-mortar locations, and pop-up shops. This provides a merchant a single view of their business. The Shopify platform was engineered for reliability and scale, using enterprise-level technology made available to businesses of all sizes. Shopify currently powers over 165,000 businesses in approximately 150 countries, including: Tesla Motors, Budweiser, Google, Wikipedia, LA Lakers, GoldieBlox, and many more.
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to Shopify's proposed roadshow and initial public offering. Words such as "expects", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed roadshow and initial public offering discussed above will occur or be completed on the terms described. Completion of the proposed initial public offering and the terms thereof are subject to numerous factors, many of which are beyond Shopify's control, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Shopify's filings with the U.S. Securities and Exchange Commission and the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. 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.