The co-founders of WM Technology Inc., the parent company of online cannabis marketplace Weedmaps, have submitted an offer to take the company private at $1.70 per share in cash, according to a letter sent to the board of directors on Tuesday.
The news sent shares of WM Technology (Nasdaq: MAPS) surging 16.39% to $1.42 in premarket trading Wednesday, according to market data as of press time. The stock closed at $1.22 on Tuesday, up 9.91%.
The proposed transaction from Doug Francis and Justin Hartfield represents a 39% premium to Monday’s closing price and a 52% premium to the company’s implied enterprise value, according to the offer letter. The bid values the company at approximately $259 million, based on its total outstanding shares.
Francis and Hartfield, who together own approximately 32% of the company’s outstanding shares, said they plan to roll their entire equity stake into the proposed transaction. The co-founders noted they have engaged in discussions with potential financing partners who have “spent significant time” understanding the business.
“When we first decided to take the company public, there was an expectation that the tailwinds emerging in 2020-2021 across the licensed cannabis end-markets, coupled with the support of institutional public equity investors gained with a Nasdaq listing, would allow WM to capitalize on growth opportunities in an accelerated manner,” the co-founders wrote in their letter.
However, they noted the company now faces “significant headwinds,” citing declining licensed cannabis markets from peak volumes achieved during its 2021 de-SPAC transaction and increased consolidation among cannabis retailers.
The offer comes as Weedmaps has struggled with declining revenue and user metrics. According to its most recent earnings report, average monthly paying clients fell 10% to 5,02w7 in the first nine months of 2024 versus the same period last year. The company attributed this decline to removing non-paying advertisers and “expected client churn due to continued industry challenges.”
The cannabis technology company has also faced recent regulatory scrutiny. In October, Weedmaps agreed to pay $1.5 million to settle Securities and Exchange Commission allegations regarding misleading monthly active user metrics, Green Market Report previously reported. The company faces at least two shareholder lawsuits related to those accusations.
The co-founders tapped Jefferies LLC as financial advisor and Cadwalader, Wickersham & Taft LLP as legal counsel for the proposed transaction. They expect to secure fully committed financing prior to signing a definitive agreement, noting the transaction would not be contingent on financing.
The proposal requires approval from both a special committee of independent directors and a majority of shareholders not participating in the transaction. Francis and Hartfield indicated they have no intention to vote their shares in favor of any competing offers.
Francis currently serves as CEO of Weedmaps, having been appointed to the position in November. The company’s shares, which have traded between $0.70 and $1.49 over the past year, had a market capitalization of $204.40 million as of Tuesday’s close.