Dutch Star Companies ONE extraordinary general meetings results; business combination effective 21 February 2020
Dutch Star Companies ONE N.V. (Euronext - DSC1 / ISIN code NL0012747059) - Regulatory news
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.
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.
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 26,259,924. 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.
For more information, download full press release/report below:
Dutch Star Companies ONE N.V. (the Company or DSCO) is a special purpose acquisition company incorporated on 3 January 2018, under the laws of the Netherlands as a public limited liability company (naamloze vennootschap) for the purpose of acquiring a minority stake in a business with principal business operations in Europe, preferably in the Netherlands.