Bird responds to CM.com's dilutive share issuance
Bird
12 nov 2025
Press release
1 min read
PRESS RELEASE - 12 NOVEMBER 2025
This is a press release by Bird Holding B.V. ("Bird") pursuant to section 4 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with a potential voluntary public offer by Bird for all issued and outstanding ordinary shares in the capital of CM.com N.V. ("CM.com" or the "Company"). This press release does not constitute an offer or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") and subject to the restrictions set forth therein. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.
Bird responds to CM.com's dilutive share issuance
Amsterdam, the Netherlands, 12 November 2025 – Bird founder and CEO Robert Vis responds to CM.com's announcement today of a share issuance of 1,020,408 new ordinary shares at EUR 4.90 per share to a single investor.
Statement from Robert, Founder and CEO of Bird:
The straightforward question:
Why is EUR 4.90 to one investor better for shareholders than EUR 5.16 in cash to all shareholders?
The independent valuation:
In August 2025, independent equity research from Kepler Cheuvreux downgraded CM.com to "Reduce" with a fair value target of EUR 3.60 per share—a 46% reduction from their previous target price.
At that time, CM.com was still guiding toward the lower end of EUR 22-27 million EBITDA for FY 2025. Kepler Cheuvreux analyzed CM.com's H1 2025 results and concluded the company would significantly miss even this reduced guidance. Their analysis cited:
Wholesale Connect business declining 50% year-over-year in gross profit (Q2 2025)
Expected significant miss on EBITDA guidance
Negative cash flow generation outlook
Deteriorating fundamentals across key business segments
Kepler Cheuvreux's own forecast projected FY 2025 EBITDA of only EUR 16.4 million—well below CM.com's guidance at the time.
Two months later, in CM.com's Q3 2025 trading update published on October 21, 2025, the company confirmed the analyst's concerns were justified. CM.com revised its Normalized EBITDA guidance down to EUR 18-20 million (from the previous range of EUR 22-27 million), citing "current market trends and continued FX volatility."
Our proposed EUR 5.16 offer (cum dividend) represents a 43% premium to Kepler Cheuvreux's independent EUR 3.60 fair value, established before CM.com's subsequent guidance reduction. It provides shareholders with immediate cash and certainty.
CM.com's Board instead issued shares at EUR 4.90 to an investor. They described this as "balance sheet support." The effect is a 3% dilution of all existing shareholders at a price below our proposed cash offer.
A genuine strategic opportunity:
I see real industrial logic in combining Bird and CM.com. Our businesses are genuinely complementary:
Bird has built strong relationships with very large enterprise customers in the United States—major brands that require global scale, sophisticated AI-powered solutions, and the infrastructure to handle billions of messages across multiple channels. We've invested heavily in technology and platform capabilities to serve this segment.
CM.com has built valuable relationships with medium-sized companies in the Benelux region—businesses that value local presence, personal service, and tailored solutions for the European market. They've built something meaningful in this segment.
Together, we could offer the best of both worlds: Bird's global infrastructure and enterprise-grade technology combined with CM.com's European market presence and mid-market expertise. We could serve customers across the entire spectrum—from local Benelux businesses to Fortune 500 enterprises—with better margins, stronger product development, and more resources to invest in innovation.
This isn't about cost-cutting. It's about building a European technology champion that can compete globally while maintaining strong local roots.
But I meant what I said to CM.com's founders: without your support, I won't pursue this. I don't do hostile takeovers. I'm not interested in forcing my way into a company where I'm not wanted. That's never been how I operate.
Our proposed offer remains:
EUR 5.16 per share in all cash (cum dividend)
Immediate liquidity and certainty
Available equally to all shareholders
I don't want a hostile battle. I want an honest conversation about how this combination can create value. But if CM.com's Board prefers defensive tactics over dialogue, shareholders and other stakeholders deserve transparency about that choice.
The proposal stands. My phone number hasn't changed. The door remains open.
Robert Founder & CEO, Bird
Bird remains open to a professional and constructive dialogue with CM.com's management board and supervisory board.
Press enquiries
Any press enquiries can be made through press@bird.com.
About Bird
Bird is a leading global software company that provides a platform that unifies customer data, automates personalized campaigns, and delivers AI-powered customer lifecycle management that drives real revenue growth. Built on our proprietary global infrastructure, Bird serves approximately 50,000 customers worldwide, and processes nearly 500 billion messages annually across email, SMS, WhatsApp, voice, and other channels. The company is headquartered in Amsterdam, the Netherlands.
General restrictions
The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Bird disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Bird nor any of its advisors assume any responsibility for any violation by any person of any of these restrictions. Actual or potential investors in any doubt as to their position should consult an appropriate professional advisor without delay.
Forward-looking statements
This press release may include "forward-looking statements" and language that indicates trends, such as "expected" and "intends". Although Bird believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. The forward-looking statements are based on the current expectations of the management of Bird, are subject to uncertainty and to changes in circumstances, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on assumptions that are subject to change. Forward-looking statements included herein are made as of the date hereof, and Bird undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.
