WILMINGTON – The digital financial services platform company nCino (Nasdaq: NCNO), headquartered in Wilmington, has completed its acquisition of SimpleNexus, in a deal that was worth some $1.2 billion and included stock and cash, according to a company filing with the SEC.

An SEC filing from nCino, Inc., notes the date of the sale of nearly $1 billion of equity as January 7, 2022.  The company’s filing indicates that it is submitting the form due to a connection with a merger, acquisition or exchange offer, and that there were 17 investors involved in the deal.

“The filing was in connection with the issuance of nCino common stock to the shareholders of SimpleNexus,” said Kathryn Cook, vice president of global communications at nCino, in an interview with WRAL TechWire.

In total, the company filing indicated that $925,574,638 worth of equity was included in the transaction, or about 80% of the deal, based on “a fixed value of $72.5250 per share, which is the average of the daily volume weighted average prices of the shares” of the company’s stock in the 20 trading days prior to the agreement between the parties being finalized, the company’s Form 8-K filing noted.

“The combination of nCino and SimpleNexus brings together two best-in-class, cloud-native companies focused on transforming the financial services industry by streamlining and simplifying cumbersome financial processes with innovative, market-leading technology solutions,” said Pierre Naudé, CEO of nCino, in a statement.

Behind the deal

A November 2021 statement from the company noted that the approximate value of the deal, combined between stock equity and cash, would be $1.2 billion, as reported by WRAL TechWire.

“nCino acquired SimpleNexus for total consideration of approximately 12.76 million shares of nCino common stock plus cash consideration of approximately $270 million, on a cash-free, debt-free basis and excluding transaction expenses,” Cook told WRAL TechWire.

Wilmington cloud banking firm nCino is making $1.2B acquisition

The deal’s value was approximately 80% equity and 20% cash, which the company noted in a statement was about $270 million.

“Any securityholder of SimpleNexus or the Blockers that is not an accredited investor will receive his, her or its portion of the merger consideration solely in cash and the securityholders that are accredited investors will receive proportionally more shares of Parent Common Stock and less cash,” the company’s Form 8-K reads.

Joining forces

Earlier this month, the company announced on its website that the deal had concluded, and that the company “officially joined forces with SimpleNexus.”

Cook noted that SimpleNexus will operate from its existing headquarters location in Lehi, Utah, adding that there is no expected impact to hiring plans or jobs based in North Carolina.

“Since day one, nCino’s vision has been to be the worldwide leader in cloud banking and to make the nCino Bank Operating System the digital banking platform of choice across all lines of business,” the statement on the nCino website reads.  “This acquisition is a major step forward on executing on that mission, and we can’t wait to see what our two companies will accomplish together.”

Combined, the companies employ 1,600, the statement notes.  SimpleNexus will be known as SimpleNexus, an nCino company, the statement notes.

The company will continue to “grow our workforce of talented and passionate professionals around the globe,” Cook said.

Stock now trading 1/3rd lower than six months ago

nCino went public in September 2020, with the company’s stock in high demand, pushing the price of a share to $91.59 at the close of the trading day, up 195% from the initial price of $31 per share.

Talk about a pop – Wilmington’s nCino stock rockets 195% in IPO

One share of nCino stock was $70.89 the day the deal with SimpleNexus was announced, and the deal was valued based on a stock price of $72.5250 per share, according to the filing.

By January 10, when the deal was announced as closed, the company’s stock was trading at $50.81.  As of 9:30 AM on Thursday, one share of nCino stock was selling for $42.62, down about 33% from six months ago.

“The stock market will always fluctuate,” said Cook.  “We remain focused on our customers, on our employees, and on executing our business plan.”

The company’s most recent earnings report was December 1, 2021, at which the company noted the accomplishment of signing the definitive agreement to purchase SimpleNexus, and updated its forecast to provide guidance for the company’s fiscal year which ends on January 31, 2022, including projecting total revenues for the year between $267 and $268 million, with subscription revenues between $219 and $220 million, with a non-GAAP operating loss of between $18 and $19 million, with a non-GAAP net loss attributable to nCino of $0.20 to $0.21 per share.

A statement issued by the company earlier this month noted that the company “expects SimpleNexus will contribute between $3.6 and $3.8 million in total revenues from the closing date of January 7, 2022.”

After smash IPO, cloud banking star nCino beats Street in first earnings report