WeCommerce Shareholders Approve Business Combination with Tiny
Victoria, British Columbia--(Newsfile Corp. - April 11, 2023) - WeCommerce Holdings Ltd. (TSXV: WE) ("WeCommerce" or the "Company") is pleased to announce that the shareholders of WeCommerce (the "Shareholders") passed an ordinary resolution approving the business combination with Tiny Capital Ltd. ("Tiny") and the issuance of Class A common shares of the Company (the "Shares") to the former shareholders of Tiny in connection with the amalgamation (the "Transaction") at the special meeting of Shareholders held earlier today (the "Meeting"). The Transaction is considered a "related party transaction" for the purposes Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSX Venture Exchange ("TSXV"). As a result, the Transaction was subject to minority shareholder approval under MI 61-101 and the policies of the TSXV, and the ordinary resolution excluded votes in respect of Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson.
At the Meeting, the Shareholders also passed a special resolution approving the continuance of the Company into the federal jurisdiction of Canada under the Canada Business Corporations Act (the "Continuance").
The Transaction was approved by approximately 99.9% of the votes cast by Shareholders on the resolution, excluding the votes in respect of Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson, and the Continuance was approved by approximately 87.4% of the votes cast by Shareholders on the resolution.
The Transaction is structured as a three-cornered amalgamation under the Business Corporations Act (British Columbia) whereby Tiny will amalgamate with 1396773 B.C. Ltd., a wholly owned subsidiary of WeCommerce to form a new company ("Amalco") pursuant to the terms of the amalgamation agreement dated January 22, 2023 among WeCommerce, Tiny and 1396773 B.C. Ltd. (the "Amalgamation Agreement"). WeCommerce will acquire all of the issued and outstanding common shares of Tiny through Amalco and will issue approximately 146.4 million Shares to Tiny shareholders as consideration therefor. Concurrently with the closing of the Transaction, approximately 11.4 million existing Shares held by Tiny and Tiny Holdings Ltd. will be cancelled, resulting in approximately 177.9 million fully diluted Shares being outstanding on a pro-forma, post-cancellation basis at closing.
It is anticipated that, following completion of the Transaction, WeCommerce and Amalco will proceed with a vertical short form amalgamation and, subject to necessary approvals, the combined company will complete the Continuance under the name "Tiny Ltd." (collectively, the "Post-Closing Reorganization").
The Transaction and the Post-Closing Reorganization are subject to lender approvals under the applicable credit facilities of WeCommerce and Tiny as well as the satisfaction of other customary closing conditions set out in the Amalgamation Agreement, including the final approval of the TSXV.
The Transaction and the Post-Closing Reorganization are expected to close prior to the end of April 2023.
About WeCommerce Holdings Ltd.
WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online stores. Our family of companies and brands includes Pixel Union, Out of the Sandbox, KnoCommerce, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of Shopify's first partners since 2010, WeCommerce is focused on building, acquiring, and investing in leading technology businesses operating in the Shopify partner ecosystem.
For more about WeCommerce, please visit https://www.wecommerce.co/ or refer to the public disclosure documents available under WeCommerce's SEDAR profile at www.sedar.com.
For more information, please contact:
Chief Financial Officer
About Tiny Capital Ltd.
Tiny is a privately-held leading technology holding company with a strategy of acquiring majority stakes in wonderful businesses. Tiny has two core business segments, Beam and Dribbble, with other standalone businesses including a private equity investment fund.
Beam, and its subsidiary companies including MetaLab, helps start-ups to Fortune 500 companies to design, build and ship premium digital products for both mobile and web. Tiny's capabilities as an end-to-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing.
Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also hosts an online marketplace for graphics, fonts, templates, and other digital assets.
Other standalone businesses include several software and internet companies and the operation of a private equity fund where Tiny serves as the general partner (the "Tiny Fund"). The Tiny Fund commenced operations in August 2020 and has total committed capital of US$150 million.
For more about Tiny, please visit www.tiny.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company and Tiny with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and forward-looking statements in this press release includes, but is not limited to, information and statements regarding: whether and when the Transaction and Post-Closing Reorganization will be consummated; business objectives and plans of the combined entity; the anticipated timing for closing of the Transaction and the Post-Closing Reorganization; the Company and Tiny obtaining and/or satisfying customary approvals and conditions, including final TSXV approval, and requisite third party approvals; and expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not based on historical facts, but instead reflect the Company's and Tiny's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and Tiny believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company and Tiny. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the parties' ability to consummate the Transaction and the Post-Closing Reorganization; the ability to receive, in a timely manner and on satisfactory terms, all necessary approvals, including TSXV final approval, and third party approvals; the ability of the parties to satisfy, in a timely manner, all other conditions to the closing of the Transaction; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, stock exchanges, lenders, service providers, employees and competitors; the diversion of management time on the Transaction; assumptions concerning the Transaction and the Post-Closing Reorganization and the operations and capital expenditure plans of the combined entity following completion of the Transaction; credit, liquidity and additional financing risks for the Company and its investees; stock market volatility; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company and its investees and the timing associated therewith; the Company's actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions, as a result of the COVID-19 pandemic or otherwise; competition risks; potential conflicts of interest; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the other risk factors more fully described under the heading "Risk Factors" in the each of Company's most recent annual information form and management's discussion and analysis, each of which is available on WeCommerce's SEDAR profile at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and Tiny have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company and Tiny do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Source: WeCommerce Holdings Ltd.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162063