- Plastiq is at the center of payments between businesses and
their suppliers, empowering SMBs with choice in payment methods,
payables and receivables automation, and instant access to working
capital
- Plastiq expects to use the transaction proceeds to invest in
opportunities to further scale the business with a growing product
suite that empowers SMBs with access to democratized financial
services that boost cash flow
Plastiq Inc., the B2B payment platform powering the small and
midsize business (“SMB”) economy, and Colonnade Acquisition Corp.
II (NYSE: CLAA) a publicly traded special purpose acquisition
company, today announced that they have entered into a definitive
agreement and plan of merger. The combined company will continue as
a publicly-listed entity and have an implied estimated enterprise
value of approximately $480 million at closing, based on current
assumptions.
Once closed, the combined company will operate under the name
Plastiq and is expected to trade under a new ticker symbol. The
Plastiq management team, led by Founder and CEO Eliot Buchanan,
will continue to lead the company.
Plastiq Inc. (“Plastiq”) was founded on a mission centered
around empowering the SMB economy. While SMB payments represent a
massive market opportunity of over $9 trillion for payments and
financial products, SMBs remain largely underserved by existing
financial services solutions. Plastiq is at the center of payments
between payer and supplier, empowering SMBs with choice in
payments, a more efficient way to automate payables and
receivables, while unlocking cash flow from business credit cards
and instant short term financing. By decoupling the funding method
(card or ACH) with the disbursement method (ACH, wire, or paper
check), Plastiq solves the mismatch between how businesses and
vendors want to pay and get paid, creating greater choice and
efficiency for all parties. Plastiq integrates with multiple
enterprise resource planning systems (“ERPs”) and offers a suite of
application programming interfaces (“APIs”) for enterprise clients
to embed business-to-business (“B2B”) payment options into their
customer experience.
“We are excited about this important milestone of entering the
public markets through a combination with Colonnade,” said Eliot
Buchanan, CEO of Plastiq. “For too long, SMBs have been neglected
from financial services. As a public company, we plan to continue
to invest in opportunities to scale the business with a growing
product suite that enable us to provide SMB owners with access to
sufficient, on-demand cash flow, which is a critical component to
grow their businesses.”
Joseph Sambuco, Chairman of Colonnade Acquisition Corp. II
(“Colonnade”) said, "We are pleased to partner with Eliot and the
broader leadership team at Plastiq as we remain deeply impressed by
their vision and passion in bringing SMBs into the modern era of
B2B payments through their unparalleled product suite. Moreover, we
believe Plastiq has a significant opportunity to penetrate its vast
$9 trillion total addressable market of SMB payments. We are very
excited about this transaction and are encouraged by Plastiq’s
growth, highly scalable business model, expanding product suite and
efficient go-to-market approach.”
Transaction Summary
The transactions contemplated by the agreement and plan of
merger (the “Business Combination”) reflect an implied estimated
enterprise value at closing of $480 million (assuming no
redemptions), representing a 6.4x multiple to Plastiq’s 2022
forecasted net revenue of $75 million and a 4.6x multiple to
Plastiq’s 2023 forecasted net revenue of $105 million. The Business
Combination includes no secondary component and existing Plastiq
equity holders will roll over their entire investments in Plastiq
into the combined company.
As a result of the Business Combination, Plastiq is expected to
add approximately $320 million to its balance sheet (assuming no
redemptions and after payment of estimated transaction expenses),
offering significant capital flexibility for continued organic and
inorganic growth.
The Business Combination has been unanimously approved by the
boards of both Plastiq and Colonnade. The Business Combination is
expected to close in the first quarter of 2023, subject to the
satisfaction of various closing conditions, including approval by
the shareholders of Colonnade, the effectiveness of a registration
statement to be filed with the Securities and Exchange Commission
(the “SEC”) in connection with the Business Combination and other
regulatory approvals.
Additional information about the Business Combination, including
a copy of the agreement and plan of merger, will be provided in a
Current Report on Form 8-K to be filed by Colonnade with the SEC
and available at www.sec.gov. In addition, Colonnade intends to
file a registration statement on Form S-4 with the SEC, which will
include a proxy statement/prospectus, and will file other documents
regarding the proposed Business Combination with the SEC.
Advisors
White & Case LLP is serving as legal counsel to Colonnade in
connection with the Business Combination. Latham & Watkins LLP
is serving as legal counsel to Plastiq in connection with the
Business Combination.
About Colonnade Acquisition Corp. II
Colonnade Acquisition Corp. II is a blank check company, which
was formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
companies. Colonnade Acquisition Corp. II completed its IPO in
March 2021 and is headquartered in West Palm Beach, FL.
About Plastiq
Founded in 2012, Plastiq is a leading B2B payments company for
SMBs. Plastiq has helped tens of thousands of businesses improve
cash flow with instant access to working capital, while automating
and enabling control over all aspects of accounts payable and
receivable. Plastiq provides growing finance teams with technology
and know-how once reserved for only large enterprises. The flagship
product, Plastiq Pay, pioneered a way for businesses to pay
suppliers by credit card regardless of acceptance as an alternative
to expensive, scarce bank loan options. Plastiq Accept offers an
alternative to expensive merchant services, enabling businesses to
accept credit cards with no merchant fees and get paid across any
customer touch point, including a website, invoice, checkout
process, and in person via QR code. The Plastiq Connect API suite
enables platforms, marketplaces, and ERPs, to expand B2B payment
options for payables and receivables in their native customer
experience while outsourcing payment execution, risk, and
compliance. In prior funding rounds, Plastiq raised more than $140
million in funding and is backed by Kleiner Perkins, B Capital
Group, Khosla Ventures, and other top tier investors.
Important Information and Where to Find It
The Business Combination will be submitted to shareholders of
Colonnade for their consideration. Colonnade intends to file a
Registration Statement with the SEC which will include preliminary
and definitive proxy statements to be distributed to Colonnade’s
shareholders in connection with Colonnade’s solicitation for
proxies for the vote by Colonnade’s shareholders in connection with
the Business Combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Plastiq’s stockholders in
connection with the completion of the Business Combination. After
the Registration Statement has been filed and declared effective,
Colonnade will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for
voting on the Business Combination. Colonnade’s shareholders and
other interested persons are advised to read, once available, the
preliminary proxy statement / prospectus and any amendments thereto
and, once available, the definitive proxy statement / prospectus,
in connection with Colonnade’s solicitation of proxies for its
extraordinary meeting of shareholders to be held to approve, among
other things, the Business Combination, because these documents
will contain important information about Colonnade, Plastiq and the
Business Combination. Shareholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well
as other documents filed with the SEC regarding the Business
Combination and other documents filed with the SEC by Colonnade,
without charge, at the SEC’s website located at www.sec.gov. In
addition, the documents filed by Colonnade may be obtained free of
charge from Colonnade’s website at
www.claacq.com/our-companies/colonnade-acquisition-corp-ii or by
written request to Colonnade at 1400 Centrepark Blvd, Suite 810,
West Palm Beach, FL 33401.
Participants in the Solicitation
Colonnade, Plastiq and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Colonnade’s shareholders in
connection with the Business Combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of Colonnade’s shareholders in connection with the
Business Combination will be set forth in Colonnade’s proxy
statement / prospectus when it is filed with the SEC. You can find
more information about Colonnade’s directors and executive officers
in Colonnade’s Annual Report on Form 10-K filed with the SEC on
April 15, 2022. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy statement /
prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement / prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding Colonnade’s and Plastiq’s expectations with
respect to future performance and anticipated financial impacts of
the Business Combination, the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. These statements are based
on various assumptions, whether or not identified herein, and on
the current expectations of Colonnade’s and Plastiq’s management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Colonnade and Plastiq. These forward-looking
statements are subject to a number of risks and uncertainties,
including (i) changes in domestic and foreign business, market,
financial, political and legal conditions; (ii) the inability of
the parties to successfully or timely consummate the Business
Combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Business Combination or
that the approval of the shareholders of Colonnade or Plastiq is
not obtained; (iii) failure to realize the anticipated benefits of
the Business Combination; (iv) risks relating to the uncertainty of
the projected financial information with respect to Plastiq; (v)
future global, regional or local economic and market conditions;
(vi) the development, effects and enforcement of laws and
regulations; (vii) Plastiq’s ability to manage future growth;
(viii) changes in the market for Plastiq’s products and services;
(ix) the amount of redemption requests made by Colonnade’s public
stockholders; (x) the ability of Colonnade or the combined company
to issue equity or equity-linked securities in connection with the
Business Combination or in the future; (xi) the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries; (xii) and those factors discussed in
Colonnade’s Annual Report on Form 10-K filed with the SEC on April
15, 2022 under the heading “Risk Factors,” and other documents of
Colonnade filed, or to be filed, with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Colonnade nor Plastiq presently know or that Colonnade and
Plastiq currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Colonnade’s and Plastiq’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Colonnade and Plastiq anticipate that subsequent events and
developments will cause Colonnade’s and Plastiq’s assessments to
change. However, while Colonnade and Plastiq may elect to update
these forward-looking statements at some point in the future,
Colonnade and Plastiq specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Colonnade’s and Plastiq’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220803006030/en/
Investor Contact: PlastiqIR@icrinc.com Media
Contact: James.McCusker@icrinc.com
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