Bird founder says takeover remains non-hostile as CM.com issues new shares below proposed offer.
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Bird founder and CEO Robert Vis has reaffirmed that Bird’s interest in CM.com is strictly non-hostile, as he responds to CM.com’s announcement of issuing 1,020,408 new ordinary shares at €4.90 per share to a single investor.
“Before any public announcement, I called CM.com’s founders personally,” says Vis. “We discussed Bird’s interest in combining our companies to build something stronger together. I made one thing very clear: “If you don’t want to do this, just tell me and I’ll walk away immediately. I’m not going to launch a hostile takeover. Without your support, we’re gone.”
The announcement from Vis follows CM.com’s public rejection of their proposed offer of €5.16 per share.
On 12 November 2025, CM.com announced the issuance of 1,020,408 new shares at €4.90 per share to a single investor, which is 5.3 per cent below Bird’s proposal.
Notably, Youfone founder Valentijn Rensing invested €5M in CM.com, gaining a 3 per cent stake.
The shares were priced at €4.90 each, based on the average price from November 3 to November 7, 2025.
As a result, every existing shareholder was diluted by 3 per cent.
Why did CM.com choose €4.90 over Bird’s premium proposal?
In August 2025, Kepler Cheuvreux downgraded CM.com to “Reduce,” lowering its fair value target to €3.60 per share, a 46 per cent decrease from the previous target.
At that time, CM.com was still projecting an EBITDA of €22-27M for FY 2025.
However, Kepler Cheuvreux’s analysis of CM.com’s H1 2025 results indicated that the company would likely miss this guidance due to several issues.
These included a 50 per cent year-over-year decline in gross profit from the Wholesale Connect business in Q2 2025, a negative outlook for cash flow generation, and deteriorating fundamentals across key business segments.
Moreover, their own forecast suggested an EBITDA of only €16.4M, well below CM.com’s guidance.
In its Q3 2025 trading update on October 21, 2025, CM.com acknowledged these concerns, revising its EBITDA guidance to €18-20M due to market trends and FX volatility.
At that time, Bird’s offer of €5.16 per share was made, representing a 43 per cent premium over Kepler Cheuvreux’s valuation and aimed at providing shareholders with immediate cash.
However, CM.com’s Board chose to issue shares at €4.90 for “balance sheet support,” resulting in a 3 per cent dilution for existing shareholders at a lower price than the proposed offer.
Bird divests shares from CM.com
Bird has announced the sale of some of its shares in CM.com.
On Wednesday, the Amsterdam unicorn confirmed that it and its affiliates sold 172,977 shares of CM.com on November 12, 2025, at an average price of €5.192 per share.
This sale accounted for 0.52 per cent of CM.com’s total shares.
After this transaction, Bird and its affiliates now own 1,671,255 shares of CM.com, which is about 5.04 per cent of the company’s total shares.
Proposal remains open
All said and done, Vis keeps the proposal still open, and it includes:
€5.16 per share in all cash (cum dividend)Immediate liquidity and certaintyAvailable 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,” concludes Vis.
