Shopify (SHOP) Prices $286.9M Class A Subordinate Voting Shares Offering

August 17, 2016 6:27 AM EDT

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Shopify Inc. (NYSE: SHOP) announced that it has entered into an underwriting agreement with a syndicate of underwriters in connection with its previously announced marketed offering of Class A subordinate voting shares (the “Offering“).

The underwriters have agreed to purchase, at a price of US$38.25 per share, 5,000,000 Class A subordinate voting shares from Shopify, for gross proceeds to Shopify of US$191,250,000, and 2,500,000 Class A subordinate voting shares from entities affiliated with Bessemer Venture Partners and certain members of Shopify’s management (the “Selling Shareholders”). Shopify has also granted the Underwriters an over-allotment option to purchase up to an additional 1,125,000 Class A subordinate voting shares, which option is exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Offering.

Shopify expects to use the net proceeds from the Offering to strengthen its balance sheet, providing flexibility to fund its growth strategies. Pending their use, Shopify intends to invest the net proceeds from the Offering in short-term, investment-grade, interest-bearing instruments or hold them as cash. Shopify will not receive any of the proceeds of the sale of shares by the Selling Shareholders.

Closing of the Offering is subject to a number of closing conditions, including the listing of the Class A subordinate voting shares purchased from Shopify on the NYSE and TSX, and any required approvals of each exchange, and is expected to occur on or about August 22, 2016.

Morgan Stanley, Credit Suisse, RBC Capital Markets, Pacific Crest Securities, a division of KeyBanc Capital Markets, Raymond James, Canaccord Genuity and Piper Jaffray are acting as underwriters in the offering.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release 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 province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Shopify has filed a preliminary prospectus supplement, and will file a final prospectus supplement, to its short form base shelf prospectus dated August 5, 2016 with the securities commissions in each of the provinces and territories of Canada except Quebec. The preliminary prospectus supplement has also been filed, and the final prospectus supplement will be filed, with the U.S. Securities and Exchange Commission (the “SEC“) as a supplement to its registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The prospectus supplements and the Registration Statement contain important detailed information about the Offering. A copy of the Canadian prospectus supplements can be found on SEDAR at, and a copy of the U.S. prospectus supplements and the Registration Statement can be found on EDGAR at Copies of such offering documents may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010; RBC Capital Markets, Attention: Distribution Centre, 180 Wellington Street, 8th Floor, Toronto, Ontario M5J 0C2; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098. Prospective investors should read the prospectus supplements and Registration Statement before making an investment decision.

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