Tiny Capital completed the acquisition of WeCommerce Holdings Ltd. (TSXV:WE) from Bill Ackman, Howard Marks, Table Holdings L.P., Freemark Partners Holding Company Llc and others in a reverse merger transaction.
April 16, 2023
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Tiny Capital entered into a definitive amalgamation agreement to acquire WeCommerce Holdings Ltd. (TSXV:WE) from Bill Ackman, Howard Marks, Table Holdings L.P., Freemark Partners Holding Company Llc and others for approximately CAD 290 million in a reverse merger transaction on January 22, 2023. Pursuant to the transaction, WeCommerce Holdings Ltd. will issue approximately 146.4 million shares to the former shareholders of Tiny Capital Ltd. and its affiliates. Current WeCommerce shareholders will own 24.1% of the post-combination company, which will have approximately 177.9 million fully diluted shares outstanding at closing. It is anticipated that, following completion of the Transaction, the combined company will continue as Tiny Ltd. The combined company will remain listed on the TSX Venture Exchange. Tiny co-founders Andrew Wilkinson and Chris Sparling will serve as co-Chief Executive Officers of the newly merged company and will own 71% and 10%, respectively, of the combined company as a result of their current ownership of Tiny and WeCommerce shares. WeCommerce's current Chief Financial Officer David Charron will continue as Chief Financial Officer, and Ampere Chan, Tiny's current Chief Financial Officer, will serve as President of the company. The Board of Directors of the combined company will be unchanged. As part of the Transaction, Alex Persson will resign from WeCommerce.
The transaction is subject to TSXV approval, WeCommerce shareholder approval and lender approvals under the applicable credit facilities of WeCommerce and Tiny, all waiting periods applicable to the under any Antitrust Law shall have expired or been terminated or otherwise waived, as well as the satisfaction of other customary closing conditions set out in the agreement. WeCommerce Board approved the transaction and the Agreement and resolved to recommend that holders of WeCommerce Shares vote in favour of the Transaction. Voting support agreements have been executed by key shareholders, Table Holdings (Bill Ackman) and Freemark Partners Holdings (Howard Marks), who collectively own 35.9% of the minority (unaffiliated with Tiny) WeCommerce shares outstanding. WeCommerce has scheduled a special meeting of its shareholders on April 11, 2023. As on April 11, 2023, the shareholders of WeCommerce approved the business combination with Tiny Capital. Transaction is expected to close in April 2023. The Transaction and the Post-Closing Reorganization are expected to close prior to the end of April 2023.
In reaching its recommendation to the WeCommerce Board, the Special Committee relied, in part, upon an oral opinion of Perella Weinberg Partners. Iain Mant, Shanlee von Vegesack and Steve Saville of Fasken Martineau DuMoulin LLP acted as legal counsel to Tiny. Trevor Scott of Osler, Hoskin & Harcourt LLP acted as legal counsel to the Special Committee. Norton Rose Fulbright Canada LLP acted as legal counsel to the Company. Perella Weinberg Partners acted as financial advisor to the Special Committee. Perella Weinberg Partners will be paid an advisory fee of $2.5 million (CAD 3.343625 million) upon consummation of the Transaction and an upfront fee of $1.0 million (CAD 1.33745 million) (to be credited against the advisory fee), payable upon the delivery of a fairness opinion.
Tiny Capital completed the acquisition of WeCommerce Holdings Ltd. (TSXV:WE) from Bill Ackman, Howard Marks, Table Holdings L.P., Freemark Partners Holding Company Llc and others in a reverse merger transaction on April 17, 2023. Immediately following the closing of the Transaction: (i) WeCommerce completed a vertical amalgamation with Amalco; (ii) the Company changed its name from âWeCommerce Holdings Ltd.â to âTiny Ltd.â; and (iii) the Company continued its corporate existence to become a federal corporation governed by the Canada Business Corporations Act. The Common Shares will be listed on the TSX Venture Exchange and are expected to commence trading under the new trading symbol âTINYâ on or about April 20, 2023. The Company's new CUSIP number will be 88770A100 and its new ISIN will be CA88770A1003. 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).
Tiny Ltd. is a technology holding company. The Companyâs business segments include Digital Services, E-Commerce Platform and Creative Platform. The Digital Services segment provides design, engineering, brand positioning and marketing services to help companies of all sizes deliver premium Web and mobile products. E-Commerce Platform segment offers a portfolio of recurring revenue software businesses that support merchants, as well as digital themes businesses that sell templates to Shopify merchants. Its Creative Platform segment is comprised primarily of Dribbble, the social network for designers and digital creatives, as well as a premier online marketplace for digital assets, such as fonts and templates. Its portfolio also includes software product e-IEP PRO that integrates all federal and state required reporting documents into a single system. In addition to e-IEP PRO, it offers e-ELL PRO English Learner, which helps with the management of the English Learner process in Arizona.
Tiny Capital completed the acquisition of WeCommerce Holdings Ltd. (TSXV: WE) from Bill Ackman, Howard Marks, Table Holdings L.P., Freemark Partners Holding Company Llc and others in a reverse merger transaction.