Brandaris Capital’s Niek Hoek, Gerbrand ter Brugge on behalf of Oaklins Netherlands and Stephan Nanninga are the founding fathers and promotors of Dutch Star Companies. Dutch Star Companies ONE N.V. was listed on Euronext Amsterdam as of 22 February 2018 and successfully merged into a business combination with CM.com on 21 February 2020, changing the listed entity to CM.com (ticker-symbol: “CMCOM”). Thus, realizing the first successful listing of a ‘special purpose acquisition company’ (“SPAC”) on the Amsterdam stock exchange.
Dutch Star Companies is a good example of how Brandaris Capital cooperates with different parties to establish innovative investment propositions.
Dutch Star Companies ONE raised €55.4 million in equity in its 22 February 2018 IPO. Of this equity 99% was deposited in an escrow account to invest in a significant minority stake of one target company active in Europe and preferably also the Netherlands within 2 years: the business combination.
Dutch Star Companies ONE and CM.com jointly announced exclusive discussions on a potential business combination on 18 December 2019, followed by the announcement of an agreement, subject to the approval of at least 70% of DSCO shareholders, on 8 January 2020.
At an Extraordinary General Meeting of shareholders 100% of DSCO shareholders voted in favour of the business combination with CM.com, resulting in a legal merger – effective as of 21 February 2020- between DSCO (as surviving company) and CM.com (as disappearing company) immediately and renaming Dutch Star Company One into CM.com N.V. to continue the activities of CM.com under that name. Shareholders of Dutch Star Companies ONE became shareholders of CM.com. For every two shares Dutch Star Companies ONE, shareholders received one warrant at the IPO on 22 February 2018 and one warrant following completion of the business combination on 25 February 2020.Under the terms as described in the prospectus the warrants were automatically converted into 0.2868 ordinary shares CM.com per warrant.
At the start of the business combination on 21 February 2020 in addition to the over €55 million raised in the IPO an additional investment of €10 million by shareholders Dutch Star Companies ONE and €15 million by Teslin was realized, making over €80 million fresh capital available for CM.com through Dutch Star Companies ONE .
Dutch Star Companies creates a win-win-win situation by aligning the interests and returns for investors, promoters and shareholders of the business combination.
Shareholders of Dutch Star Companies have the assurance that if a business combination is not presented within 24 months of the IPO, the money deposited in the escrow account will be returned for the greater part and as described in the Prospectus.
The shareholders of the business combination receive a guaranteed investment in fresh capital (equity), a good shareholder base and committed long-term minority shareholders.
Dutch Star Companies ONE is a cooperation of three promoters: Niek Hoek (Brandaris Capital), Stephan Nanninga and Gerband ter Brugge (Oaklins Netherlands) supported by Oaklins Netherlands and Derk Hoek of Brandaris Capital. All relevant information can be found on the Dutch Star Companies website: www.dutchstarcompanies.com