Tiny Announces Closing of Business Combination Transaction
Victoria, British Columbia--(Newsfile Corp. - April 18, 2023) - Tiny Ltd. (formerly WeCommerce Holdings Ltd.) (TSXV: WE) (the "Company") is pleased to announce the closing of the previously announced transaction whereby Tiny Capital Ltd. ("Tiny Capital") and WeCommerce Holdings Ltd. ("WeCommerce") combined their businesses in an all-share transaction by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the "Transaction").
Pursuant to the Transaction: (i) Tiny Capital amalgamated with a wholly owned subsidiary of WeCommerce ("Subco") to form a new company ("Amalco"); (ii) WeCommerce acquired all of the issued and outstanding common shares of Tiny Capital ("Tiny Shares") and issued 146,429,569 Class A common shares of WeCommerce (the "WeCommerce Shares") to the former Tiny Capital shareholders as consideration therefor; and (iii) 11,454,725 Class A common shares of WeCommerce previously held by Tiny Capital and Tiny Holdings Ltd. were cancelled. In advance of the closing of the transaction, WeCommerce, through its wholly owned affiliate WeCommerce Holdings Limited Partnership, entered into an amended and restated credit facility with JPMorgan Chase Bank, N.A., on substantially the same terms as the existing credit facility, which replaces WeCommerce's existing credit facility with JPMorgan Chase Bank, N.A.
The Transaction was approved at the Company's special meeting of shareholders on April 11, 2023. The Transaction was considered a "related party transaction" for the purposes of 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 approving the Transaction excluded votes in respect of Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson.
Upon completion of the Transaction, the issued and outstanding share capital of the Company consists of 177,219,339 Common Shares.
Immediately following the closing of the Transaction: (i) WeCommerce completed a vertical amalgamation with Amalco; (ii) the Company changed its name from "WeCommerce Holdings Ltd." to "Tiny Ltd."; and (iii) the Company continued its corporate existence to become a federal corporation governed by the Canada Business Corporations Act.
The Company's new CUSIP number will be 88770A100 and its new ISIN will be CA88770A1003. Shareholders of the Company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates or direct registration statements advice ("DRS") for new certificates or DRS bearing the Company's new name. The Company's transfer agent, Computershare Investor Services Inc., will send registered shareholders a new DRS representing the Common Shares under the new CUSIP and ISIN numbers. The Common Shares will be listed on the TSX Venture Exchange and are expected to commence trading under the new trading symbol "TINY" on or about Thursday April 20, 2023.
The Company's board of directors remains unchanged, consisting of the following directors: Andrew Wilkinson (Chair), Chris Sparling (Vice-Chair), Carla Matheson, Shane Parrish and Tim McElvaine.
The officers of the Company are: Andrew Wilkinson (Co-CEO), Chris Sparling (Co-CEO), David Charron (Chief Financial Officer and Corporate Secretary) and Ampere Chan (President).
Full details of the Transaction and certain other matters are set out in the Company's management information circular dated March 6, 2023 (the "Circular"). A copy of the Circular can be found under the Company's SEDAR profile on SEDAR at www.sedar.com.
Early Warning Disclosure as a result of Completion of the Transaction
Pursuant to the Transaction, Andrew Wilkinson, Chair and co-CEO of the Company acquired control over (i) 69,587,604 Common Shares, through the issuance of such shares to A. Wilkinson Holdings Ltd. ("Wilkinson Holdings"); (ii) 10,380,711 Common Shares, through the issuance of such shares to Wilkinson Ventures Ltd. ("Wilkinson Ventures") and (iii) 44,367,702 Common Shares, through the issuance of such shares to 1360641 B.C. Ltd. ("1360641"), each being entities controlled by Mr. Wilkinson and all of which Common Shares were issued in exchange for the Tiny Shares held by such entities prior to completion of the Transaction. Following the closing of the Transaction, 1360641 B.C. Ltd. donated 2,551,021 Common Shares to the Wilkinson Family Foundation, a charitable foundation that was founded by Andrew Wilkinson in 2021 (the "Donation"). Mr. Wilkinson no longer exerts control or direction over the Common Shares subject to the Donation. On a non-diluted basis and after giving effect to (i) the Donation and (ii) the cancellation of 11,454,725 Common Shares controlled by Mr. Wilkinson pursuant to the Transaction, Mr. Wilkinson now exercises control over 121,784,996 (68.72%) of the Common Shares. Mr. Wilkinson currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Wilkinson may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.
Pursuant to the Transaction, Chris Sparling, Vice-Chair and co-CEO of the Company acquired control over 18,143,199 Common Shares and all of which Common Shares were issued in exchange for the Tiny Shares held by Mr. Sparling prior to completion of the Transaction. On a non-diluted basis, Mr. Sparling exercises control over 18,143,199 (10.24%) of the Common Shares. Mr. Sparling currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Sparling may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.
About Tiny Ltd.
Tiny is a leading technology holding company with a strategy of acquiring majority stakes in wonderful businesses. Tiny has three core business segments, Beam, WeCommerce 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. The Company'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.
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.
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 the Company 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 information, please contact:
Chief Financial Officer
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 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 the business objectives and plans of the combined entity.
Investors are cautioned that forward-looking statements are not based on historical facts, but instead reflect the Company'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 believes 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.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: 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 "Risks Related to the Operations of Tiny and the Resulting Issuer" in the Circular and under the heading "Risk Factors" in each of Company's most recent annual information form and management's discussion and analysis, each of which is available on the Company'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 has 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 does not intend, and does 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: Tiny Ltd.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162818