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.