Updates on developments regarding anticipated business combination CM.com and Dutch Star Companies ONE
Dutch Star Companies ONE N.V. (Euronext - DSC1 / ISIN code NL0012747059) - Regulatory news
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Dutch Star Companies ONE N.V. ("DSCO"), a special purpose acquisition company listed on Euronext Amsterdam (symbol: DSC1) announces some important steps on the realisation of its intended business combination with CM.com B.V. (together with its subsidiaries, “CM.com”).
DSCO has now received a Declaration of No Objection (“DNO”) by the Dutch Central Bank for the intended business combination. DSCO has received sufficient proxies from shareholders registered for the 20 February 2020 EGM to assure at least 90% support to approve the use of the mandatory bid exemption for each of CM.com's founders to be able to acquire more than 30% of the voting rights in the business combination. DSCO has also met the relevant thresholds for both the mandatory conversion of all DSCO warrants as well as full conversion of its special shares. DSCO further announces the anticipated distribution of shares after completion of the intended business combination with CM.com, expected to occur on 21 February 2020 subject to customary approvals having been obtained.
Finally, CM.com B.V. published its unaudited 2019 results in a press release, yesterday evening. For more information on the CM.com 2019 results including the full press release please refer to the CM.com website: https://www.cm.com/investor-relations/news/.
CONVERSION OF WARRANTSAt the listing of DSCO all shareholders received 1 warrant per 2 ordinary shares (the ”IPO-Warrant”). In addition, all non-dissenting DSCO shareholders are entitled to 1 new warrant per 2 ordinary shares following completion of the business combination (the ”BC-warrant”).
In light of the DSCO share price all warrants can now convert at their maximum conversion price. DSCO will therefore arrange that all warrants will be automatically converted into ordinary shares based on the conversion formula and the maximum average monthly price of EUR 13.00. The conversion rate will be approximately 0.2868, implying a conversion rate of 3.4865 warrants per ordinary share. Subject to completion of the business combination the warrants will be converted as follows:
All existing (IPO) warrants will be converted into CM.com shares on 26 February with record-date 25 February after close of market (i.e. the number of warrants owned on 25 February after close of market divided by 3.4865).
All shares registered on 25 February after close of market will be entitled to 1 additional (BC) warrant per 2 ordinary shares. These (BC) warrants will be issued but will not be delivered to the securities account of the eligible shareholders as they are automatically converted into ordinary shares CM.com on the basis of the formula and terms of the warrants as described in the DSCO Prospectus, Terms Of The Warrants and Key Information Document, on 26 February with record- date 25 February after close of market (i.e. the number of warrants owned on 25 February after close of market divided by 3.4865, an equivalent of 1 new share for every 6.9735 share registered on 25 February 2020 ).
Delisting warrants (due to conversion): 27 February after close of market.
Both conversions will be rounded down to full shares CM.com and any remaining warrants will cease to exist.
Under the terms of the warrants, DSCO is entitled to mandatorily repurchase warrants that are not exercised after a notice is served. This press release serves as the mandatory repurchase notice, with a term of 15 calendar days starting on the date hereof. The repurchase price is EUR 0.01 in cash. DSCO assumes that no shareholder prefers to receive the repurchase price, and will therefore convert all warrants at their maximum conversion price by default as set out above. (However, any shareholder that does not wish to convert his warrants should contact DSCO, surrender the shares that were transferred to him to DSCO, and DSCO will register him in its warrant register, and remit the repurchase price of EUR 0.01 on expiry of the repurchase notice).
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.