IRVINE, Calif.–(BUSINESS WIRE)–WM Holding Company, LLC (“WMH” or the “Company”) and Silver Spike Acquisition Corp. (Nasdaq: SSPK) (“Silver Spike”), a publicly-traded particular goal acquisition firm, introduced right this moment a definitive settlement for a enterprise mixture that might end in WMH turning into a public firm. The mixed firm will probably be led by Chris Beals, Chief Executive Officer of WMH, and is predicted to stay listed on the Nasdaq Stock Market.
Founded in 2008, WMH operates Weedmaps, the main on-line listings market for hashish customers and companies, and WM Business, the most complete SaaS subscription providing bought to hashish retailers and types. The Company solely supplies software program and different expertise options and is non-plant touching. WMH has grown income at a CAGR of 40% over the final 5 years and is on observe to ship $160 million in income and $35 million in EBITDA for 2020.
The hashish market in the U.S. is predicted to double over the subsequent 5 years as the majority of U.S. adults help having authorized entry to hashish. Despite these expectations of development, hashish customers in the U.S. are nonetheless a small sub-segment of the inhabitants right this moment, and retail density continues to be low throughout the majority of states with regulated authorized hashish markets. The rules associated to these markets are sometimes advanced and disparate throughout states in addition to cities and counties inside regulated states. Cannabis itself is a extremely advanced and non-shelf steady client product. These dynamics current a difficult and typically unsure atmosphere for customers looking for authorized hashish merchandise and for companies promoting to hashish customers whereas working in a compliant trend.
WMH addresses these challenges with its Weedmaps market and WM Business SaaS subscription providing. Over the previous 12 years, Weedmaps has grown to turn out to be the premier vacation spot for hashish customers, with over 10 million month-to-month lively customers and over 18,000 enterprise listings throughout each U.S. state, the District of Columbia and Puerto Rico with a authorized hashish market. Clients of the Company preserve listings in 9 worldwide international locations outdoors of the U.S. Through the Weedmaps web site and cellular apps, WMH supplies customers with data relating to hashish retailers and types, in addition to the availability of hashish merchandise, facilitating product discovery and on-line order-ahead for pickup or supply by taking part retailers.
The Company’s cloud-based WM Business SaaS subscription providing supplies hashish retailers with an end-to-end working system to entry priceless customers, develop gross sales and scale their companies at a compelling return-on-spend. This “business-in-a-box” performance ranges from integrations supporting product menus which have on-line order-ahead, supply order success software program, information & analytics, a point-of-sale answer and a wholesale market. WMH has been investing in and optimizing its WM Business software program answer to additionally facilitate compliance for companies amidst the advanced, disparate and always evolving rules governing the hashish trade. Underlying this compliance performance is a proprietary and complicated guidelines engine that may be a core underpinning of the WM Business SaaS platform.
Chris Beals, WMH’s Chief Executive Officer, will proceed to lead the Company together with the present administration staff. Silver Spike’s CEO and Chairman, Scott Gordon, will be part of the merged firm’s Board of Directors upon completion of the transaction.
“We are thrilled to partner with Silver Spike to transition WMH to our next phase of growth as a public company,” mentioned Chris Beals, CEO of WMH. “We passionately believe in the power of cannabis and the importance of enabling safe, legal access to cannabis for consumers worldwide. With this merger, we will be able to continue scaling the Weedmaps marketplace in the U.S. and internationally in service of our users while expanding the functionality of our WM Business SaaS offerings in service of our clients. Our partnership with Silver Spike will provide us a stronger platform to advance our mission to advocate for legalization, social equity and licensing in many jurisdictions while providing cannabis businesses with the tools needed to succeed in a highly complex world of regulations. I am grateful for the continued support from my teammates and investors and most thankful for the thousands – and what I expect over time to be hundreds of thousands – of business clients on our platform. We are energized by the opportunities to continue helping our business clients thrive as regulated cannabis markets expand and grow.”
Scott Gordon, CEO and Chairman of Silver Spike, commented, “We consider WMH is the most compelling funding alternative in hashish right this moment. We established Silver Spike Acquisition Corp. to establish and companion with a best-in-class firm and confirmed administration staff which can be effectively positioned to profit from the macro drivers surrounding hashish. We needed to not solely help them with the transition to the public markets but additionally create a novel alternative worthy of institutional traders. WMH is the excellent expression of our imaginative and prescient for Silver Spike Acquisition Corp.
Their enterprise is reworking the eCommerce expertise for hashish by combining the largest viewers of frequent hashish customers with the broadest set of manufacturers and retailers and supporting these companies with the full tech stack for hashish. They have created a 12-year benefit and solved very thorny points, reminiscent of normalizing product information to drive consumer conversion or embedding compliance performance all through their software program, whereas constructing the solely complete “business-in-a-box” software program answer for hashish retailers. We are past excited to work with Chris and the incredibly-talented WMH staff to help their imaginative and prescient of serving to licensed hashish companies thrive whereas driving development and returns for our shareholders.”
The estimated submit transaction fairness worth of the mixed Company is roughly $1.5 billion, assuming the $10.00 per share PIPE value and no redemptions by Silver Spike shareholders. The transaction will present up to $575 million of gross proceeds (assuming no redemptions), together with $325 million by a fully-committed frequent inventory PIPE at $10.00 per share. The PIPE consists of commitments from present traders together with Silver Spike Capital, and new institutional traders together with funds managed by AFV Partners, the Federated Hermes Kaufmann Funds and Senvest Management LLC.
The transaction, which has been unanimously accepted by the Boards of Directors of WMH and Silver Spike, is topic to approval by Silver Spike’s shareholders and different customary closing situations. Additional details about the proposed transaction, together with a replica of the merger settlement and investor presentation, will probably be offered in a Current Report on Form 8-Ok to be filed by Silver Spike with the Securities and Exchange Commission and will probably be obtainable at www.sec.gov. Additional data might be discovered on the WMH Investor Relations web page at www.weedmaps.com/investors.
Rothschild & Co. is serving as unique monetary and capital markets adviser and Cooley LLP is serving as authorized advisor to WM Holding, LLC. Stifel, Nicolaus & Company, Incorporated and Piper Sandler & Co. are serving as joint placement brokers and monetary advisors and Davis Polk & Wardwell LLP is serving as authorized advisor to Silver Spike Acquisition Corp. Gibson, Dunn & Crutcher LLP is serving as authorized advisor to the founders of WM Holding.
Investor Conference Call Information
WMH and Silver Spike will host a joint investor convention name to talk about the proposed transaction Thursday, December 10, 2020 at 8:30am ET. Interested events could hear to the ready remarks by way of phone by dialing 1-800-585-8367 (U.S.) or 1-416-621-4642 (International) and coming into Conference ID: 7745849.
To hear to the ready remarks by way of audio webcast, go to WMH’s investor web site, at https://weedmaps.com/investors. The investor presentation can even be furnished right this moment to the SEC, which might be seen at the SEC’s web site at www.sec.gov.
About WM Holding Company, LLC
WM Holding’s mission is to energy a clear and inclusive international hashish economic system. Now in its second decade, WMH has been a driving pressure behind a lot of the legislative change we’ve seen in the previous 10 years.
WM Holding Company, LLC (“WM Holding” or “WMH” or “the Company”), dad or mum firm of Weedmaps and its WM Business SaaS providing, is the main expertise and software program infrastructure supplier to the hashish trade. Founded in 2008, WMH is the main two-sided market and SaaS supplier to the hashish trade, comprising the Company’s B2C market, Weedmaps, and its B2B software program, WM Business. The Company’s cloud-based SaaS options present an end-to-end working system for hashish retailers. These instruments help compliance with the advanced, disparate and always evolving rules relevant to the hashish trade. Underlying this compliance performance is a proprietary and complicated guidelines engine that may be a core underpinning of the WM Business SaaS platform. Through its web site and cellular apps, WM Holding supplies customers with the newest data, information and availability of hashish merchandise, facilitating product discovery and driving gross sales for our prospects. The Company holds a robust perception in the energy of hashish and the significance of enabling secure, authorized entry to customers worldwide. Since inception, WMH has labored tirelessly, not solely to be the most complete platform for customers, however to construct the software program options that energy companies compliantly in the area, to advocate for legalization, social fairness, and licensing in lots of jurisdictions, and to facilitate additional studying by partnering with dozens of material specialists on offering detailed, correct details about the plant.
Headquartered in Irvine, California, WMH employs roughly 400 professionals round the world, together with in Denver, New York, Ontario, Canada and Barcelona, Spain. Visit us at www.weedmaps.com/investors.
About Silver Spike Acquisition Corp.
Silver Spike Acquisition Corp. (SSAC), an affiliate of Silver Spike Capital, is a clean test firm shaped for the goal of effecting a merger, amalgamation, share trade, asset acquisition, share buy, reorganization, or comparable enterprise mixture with a number of companies.
The administration staff and board of administrators are composed of veteran hashish and finance trade executives and founders, together with Scott Gordon, founder, and CEO of the Company, who started investing in the hashish trade in 2014 and in 2016 co-founded and have become Chairman of Egg Rock Holdings, the dad or mum firm of the Papa & Barkley household of hashish merchandise with associated subsidiary belongings in manufacturing, processing and logistics; and Dr. Orrin Devinsky, director of the Company, who’s the director of the NYU Langone Comprehensive Epilepsy Center and is a Professor of Neurology, Neuroscience, Psychiatry, and Neuroscience at the NYU School of Medicine and who, since 2016 has served as the Chair of the Medical Advisory Board at Tilray, a pharmaceutical and hashish firm.
About Silver Spike Capital
Silver Spike Capital is an funding supervisor centered on the hashish and different well being & wellness industries. The agency provides diversified non-public credit score and equity-related funding alternatives in the rising and quickly accelerating state and federally compliant hashish, hemp, and different cannabinoid sectors. Silver Spike additionally manages a enterprise fund centered on the nascent psychedelics trade.
With over three many years of funding expertise, Silver Spike’s funding professionals embrace early hashish traders, entrepreneurs, operators, and researchers in addition to rising market finance veterans skilled in advanced authorized and regulatory traits that mirror the present hashish panorama right this moment.
Silver Spike Capital is headquartered in New York with a satellite tv for pc workplace in Toronto. To be taught extra, please go to us at www.silverspikecap.com.
The data on this press launch consists of “forward-looking statements” inside the that means of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements could also be recognized by the use of phrases reminiscent of “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or different comparable expressions that predict or point out future occasions or traits or that aren’t statements of historic issues. These forward-looking statements embrace, however will not be restricted to, statements relating to estimates and forecasts of economic and efficiency metrics, projections of market alternative and market share, expectations and timing associated to industrial product launches, potential advantages of the transaction and the potential success of WMH’s go-to-market technique, and expectations associated to the phrases and timing of the transaction. These statements are based mostly on numerous assumptions, whether or not or not recognized on this press launch, and on the present expectations of WMH’s and Silver Spike’s administration and will not be predictions of precise efficiency. These forward-looking statements are offered for illustrative functions solely and will not be meant to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of truth or chance. Actual occasions and circumstances are tough or unimaginable to predict and can differ from assumptions. Many precise occasions and circumstances are past the management of WMH and Silver Spike. These forward-looking statements are topic to various dangers and uncertainties, together with modifications in home and international enterprise, market, monetary, political and authorized situations; the incapacity of the events to efficiently or well timed consummate the proposed enterprise mixture, together with the danger that any required regulatory approvals will not be obtained, are delayed or are topic to unanticipated situations that might adversely have an effect on the mixed firm or the anticipated advantages of the proposed enterprise mixture or that the approval of the shareholders of Silver Spike or WMH will not be obtained; failure to notice the anticipated advantages of the proposed enterprise mixture; dangers relating to the uncertainty of the projected monetary data with respect to WMH; future international, regional or native financial and market situations affecting the hashish trade; the growth, results and enforcement of legal guidelines and rules, together with with respect to the hashish trade; WMH’s means to efficiently capitalize on new and present hashish markets, together with its means to efficiently monetize its options in these markets; WMH’s means to handle future development; WMH’s means to develop new merchandise and options, deliver them to market in a well timed method, and make enhancements to its platform and WMH’s means to preserve and develop its two sided digital community, together with its means to purchase and retain paying prospects; the results of competitors on WMH’s future enterprise; the quantity of redemption requests made by Silver Spike’s public shareholders; the means of Silver Spike or the mixed firm to difficulty fairness or equity-linked securities in reference to the proposed enterprise mixture or in the future; the consequence of any potential litigation, authorities and regulatory proceedings, investigations and inquiries; and people elements mentioned in Silver Spike’s last prospectus dated August 7, 2019, Annual Report on Form 10-Ok for the fiscal yr ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, in every case, below the heading “Risk Factors,” and different paperwork of Silver Spike filed, or to be filed, with the Securities and Exchange Commission (“SEC”). If any of those dangers materialize or our assumptions show incorrect, precise outcomes may differ materially from the outcomes implied by these forward-looking statements. There could also be extra dangers that neither Silver Spike nor WMH presently know or that Silver Spike and WMH at the moment consider are immaterial that might additionally trigger precise outcomes to differ from these contained in the forward-looking statements. In addition, forward-looking statements mirror Silver Spike’s and WMH’s expectations, plans or forecasts of future occasions and views as of the date of this press launch. Silver Spike and WMH anticipate that subsequent occasions and developments will trigger Silver Spike’s and WMH’s assessments to change. However, whereas Silver Spike and WMH could elect to replace these forward-looking statements in some unspecified time in the future in the future, Silver Spike and WMH particularly disclaim any obligation to achieve this. These forward-looking statements shouldn’t be relied upon as representing Silver Spike’s and WMH’s assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
Additional Information About the Proposed Business Combination and Where To Find It
The proposed enterprise mixture will probably be submitted to shareholders of Silver Spike for his or her consideration. Silver Spike intends to file a registration assertion on Form S-4 (the “Registration Statement”) with the SEC which is able to embrace preliminary and definitive proxy statements to be distributed to Silver Spike’s shareholders in reference to Silver Spike’s solicitation for proxies for the vote by Silver Spike’s shareholders in reference to the proposed enterprise mixture and different issues as described in the Registration Statement, in addition to the prospectus relating to the supply of the securities to be issued to WMH’s shareholders in reference to the completion of the proposed enterprise mixture. After the Registration Statement has been filed and declared efficient, Silver Spike will mail a definitive proxy assertion and different related paperwork to its shareholders as of the file date established for voting on the proposed enterprise mixture. Silver Spike’s shareholders and different individuals are suggested to learn, as soon as obtainable, the preliminary proxy assertion / prospectus and any amendments thereto and, as soon as obtainable, the definitive proxy assertion / prospectus, in reference to Silver Spike’s solicitation of proxies for its particular assembly of shareholders to be held to approve, amongst different issues, the proposed enterprise mixture, as a result of these paperwork will comprise vital details about Silver Spike, WMH and the proposed enterprise mixture. Shareholders might also get hold of a replica of the Extension Proxy Statement and preliminary or definitive proxy assertion, as soon as obtainable, in addition to different paperwork filed with the SEC relating to the proposed enterprise mixture and different paperwork filed with the SEC by Silver Spike, with out cost, at the SEC’s web site positioned at www.sec.gov or by directing a request to 660 Madison Ave Suite 1600, New York, NY 10065 or email@example.com.
Participants in the Solicitation
Silver Spike, WMH and sure of their respective administrators, government officers and different members of administration and workers could, below SEC guidelines, be deemed to be individuals in the solicitations of proxies from Silver Spike’s shareholders in reference to the proposed enterprise mixture. Information relating to the individuals who could, below SEC guidelines, be deemed individuals in the solicitation of Silver Spike’s shareholders in reference to the proposed enterprise mixture will probably be set forth in Silver Spike’s proxy assertion / prospectus when it’s filed with the SEC. You can discover extra details about Silver Spike’s administrators and government officers in Silver Spike’s last prospectus dated August 7, 2019 and filed with the SEC on August 9, 2019. Additional data relating to the individuals in the proxy solicitation and an outline of their direct and oblique pursuits will probably be included in Silver Spike’s Extension Proxy Statement and in addition will probably be included in the proxy assertion / prospectus once they turn out to be obtainable. Shareholders, potential traders and different individuals ought to learn the proxy assertion / prospectus fastidiously when it turns into obtainable earlier than making any voting or funding selections. You could get hold of free copies of those paperwork from the sources indicated above.
No Offer or Solicitation
This press launch not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction during which such supply, solicitation or sale could be illegal prior to registration or qualification below the securities legal guidelines of any such jurisdiction.