CPE News (1.23.2023) – WeCommerce Holdings Ltd. (TSX-V: WE) has entered into a definitive amalgamation agreement with Tiny Capital Ltd. and 1396773 B.C. Ltd., a wholly-owned subsidiary of WeCommerce pursuant to which WeCommerce and Tiny will combine their businesses in an all-share transaction by way of a three-cornered amalgamation under BCBCA.
Victoria, BC based Tiny is a privately held technology holding company with a strategy of acquiring majority stakes in businesses. Tiny has two core business segments, Beam and Dribbble, with other standalone businesses including a private equity investment fund.
The combined business of WeCommerce and Tiny will continue under Tiny. The combined company will remain listed on the TSX Venture Exchange. The transaction constitutes as reverse take-over (RTO) of WeCommerce by Tiny.
WeCommerce will issue approximately 146.4 million shares to the former shareholders of Tiny and its affiliates. Current WeCommerce shareholders (inclusive of WeCommerce shares owned by Tiny and its affiliates) will own 24.1% of the post-combination company, which will have approximately 177.9 million fully diluted shares outstanding at closing.
The transaction represents “substantial value” for WeCommerce shareholders with an attributed value of $5.12 per share, representing a fully diluted equity value for WeCommerce of $220 million and for Tiny of $691 million, excluding Tiny’s existing interest in WeCommerce shares.
Tiny co-founders Andrew Wilkinson and Chris Sparling, together owning 98% of Tiny prior to its merger with WeCommerce, will serve as co-CEOs 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 CFO David Charron will continue as CFO, and Ampere Chan, Tiny’s current CFO, will serve as President of the company.
The proposed transaction is considered a “related party transaction” and subject to minority shareholder approval.
Subject to TSX-V approval, shareholder approval, and JPMorgan Chase Bank, N.A. led lender approvals, the tansaction is expected to close in April 2023.
WeCommerce itself went public on TSX-V in December 20202 through RTO of Brachium Capital Corp., with WeCommerce being valued at $7.00 per share.
In July 2021, WeCommerce completed a public offering of common shares, priced at $12 per share, to raise $33.72 million in gross proceeds.
photo credit: Tiny
WeCommerce Signs Definitive Agreement to Combine with Tiny
Combination Creates Profitable Technology Holding Company to be Named Tiny
The combination of Tiny and WeCommerce creates a well-capitalized technology holding company managed by a leadership team with a strong track record of building and acquiring profitable companies, driving organic growth, and generating free cash flow for future acquisitions.
The proforma newly combined business of WeCommerce and Tiny (which will retain the “Tiny” name) had approximate revenues of $149 million and adjusted EBITDA of $49.7 million for the period ending December 31, 2021. Each of the combined businesses continued to experience growth in calendar 2022, which results will be published in the second quarter of 2023 after the completion of their audited financial statements.
The proforma newly combined business will have a strong balance sheet with unaudited cash and debt of approximately $42 million and $130 million, respectively, at December 31, 2022.
The transaction represents substantial value for WeCommerce shareholders with an attributed value of $5.12 per share, representing a fully diluted equity value for WeCommerce of $220 million and for Tiny of $691 million, excluding Tiny’s existing interest in WeCommerce shares.
The $5.12 per share attributed value represents a proforma combined enterprise value for the two companies of $962 million, reflecting $911 million in total equity value, estimated proforma debt net of cash and investment assets of $51 million (cash of $42 million and investment assets of $37 million, reduced by debt of $130 million) at December 31, 2022, representing a 16.0 to 17.5 multiple of proforma estimated 2023 calendar year adjusted EBITDA of $55 million to $60 million.1
The $5.12 value attributed to the shares of WeCommerce represents a 161% premium to Friday’s closing price, and a 158% premium to the 30-day volume-weighted average trading price.
Pursuant to the transaction, WeCommerce Holdings Ltd.(“WeCommerce”) will issue approximately 146.4 million shares to the former shareholders of Tiny Capital Ltd. (“Tiny”) and its affiliates. Current WeCommerce shareholders (inclusive of WeCommerce shares owned by Tiny and its affiliates) will own 24.1% of the post-combination company, which will have approximately 177.9 million fully diluted shares outstanding at closing. The combined company will remain listed on the TSX Venture Exchange.
Tiny co-founders Andrew Wilkinson and Chris Sparling will serve as co-CEOs 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 CFO David Charron will continue as CFO, and Ampere Chan, Tiny’s current CFO, will serve as President of the company.
Voting support agreements have been executed by key shareholders, Table Holdings (Bill Ackman) and Freemark Partners (Howard Marks), who collectively own 35.9% of the minority (unaffiliated with Tiny) WeCommerce shares outstanding.
VICTORIA, BC, Jan. 23, 2023 /CNW/ – WeCommerce (TSXV: WE) is pleased to announce that it has entered into a definitive amalgamation agreement with Tiny and 1396773 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of WeCommerce (the “Agreement”) pursuant to which WeCommerce and Tiny will combine their businesses in an all-share transaction by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (“BCBCA”) (the “Transaction”).
Tiny is a leading technology holding company founded by Andrew Wilkinson and Chris Sparling with a track record of strong organic growth and a long-term strategy of acquiring majority ownership interests in wonderful businesses. Tiny has acquired over 30 companies since 2016 and has self-funded its growth since inception without raising any equity capital. Tiny founded WeCommerce and remains its largest shareholder.
“We have been building Tiny for over a decade and could not be more excited to go public through our merger with WeCommerce. We will continue our focus on acquiring exceptional businesses and holding them for the long-term.” said Andrew Wilkinson, Co-CEO of Tiny.
“We are thrilled to merge WeCommerce with Tiny and are grateful for the strong support the transaction has received from our major shareholders. This is a great outcome for all parties as the combined company will have substantially more resources, scale and growth potential for many decades to come,” said Chris Sparling, Co-CEO of Tiny.
“I have always considered Andrew and Chris to be the Warren and Charlie of the technology investment world. They are outstanding operators and value investors, and I could not be more delighted that they have decided to go all-in and merge Tiny, which represents substantially all of their assets, with WeCommerce,” said Bill Ackman, who through his family investment vehicle Table Holdings owns 15.4% of WeCommerce and is the largest non-management shareholder of the company.
Combined Tiny Overview:
Tiny, after the Transaction, will consist of three core operating segments and several standalone businesses:
Beam: digital services group, with many fortune 500 clients; included in Beam is subsidiary MetaLab, which has helped some of the world’s top companies design, build and ship digital products and services for over 15 years
Dribbble: leading social network and marketplace for digital designers and creatives
WeCommerce: e-commerce software and services group
Standalone: several independent software and internet businesses including Meteor Software and We Work Remotely.
Andrew Wilkinson and Chris Sparling together own 98% of Tiny prior to its merger with WeCommerce. Mr. Wilkinson is also a significant shareholder of WeCommerce through Tiny Holdings Ltd. and Wilkinson Ventures Ltd., which entities collectively own approximately 27% of the issued and outstanding Class “A” common shares of WeCommerce (“WeCommerce Shares”). Mr. Sparling also has an indirect ownership in WeCommerce through his approximate 20% ownership of Tiny Holdings Ltd.
In connection with the evaluation of the Transaction, the board of directors of the Company (the “WeCommerce Board”) formed an independent special committee comprised of Tim McElvaine, Carla Matheson and Shane Parrish (the “Special Committee”), each of whom is an independent director as determined in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Upon the unanimous recommendation of the Special Committee, the WeCommerce Board approved the Transaction and the Agreement and resolved to recommend that holders of WeCommerce Shares vote in favour of the Transaction (with each of Messrs. Wilkinson and Sparling declaring their interest in the Transaction and abstaining from the vote of the WeCommerce Board).
In reaching its recommendation to the WeCommerce Board, the Special Committee relied, in part, upon an oral opinion of Perella Weinberg Partners that, as of January 22, 2023, and based upon and subject to certain assumptions, procedures, factors, limitations and qualifications disclosed to the Special Committee and to be set forth in their written opinion, the approximately 146.4 million WeCommerce Shares to be issued in exchange for 100% of Tiny equity is fair, from a financial point of view, to WeCommerce.
The Transaction is structured as a three-cornered amalgamation under the BCBCA whereby Tiny will amalgamate with SubCo to form a new company (“Amalco”) and Amalco will be wholly owned by WeCommerce. WeCommerce will acquire all of the issued and outstanding common shares of Tiny (“Tiny Shares”) through Amalco and will issue approximately 146.4 million WeCommerce Shares to Tiny shareholders as consideration therefor (with approximately 11.4 million existing WeCommerce Shares held by Tiny and Tiny Holdings Ltd. being cancelled concurrent with the closing of the Transaction, resulting in approximately 177.9 million fully diluted WeCommerce Shares outstanding on a pro-forma, post-cancellation basis at closing).
It is anticipated that, following completion of the Transaction, the combined company will continue as Tiny Ltd., and the Board of Directors of the combined company will be unchanged. As part of the Transaction, Mr. Alex Persson will resign from WeCommerce. The WeCommerce Board would like to thank Mr. Persson for his dedication and contributions to the Company. WeCommerce directors Andrew Wilkinson and Chris Sparling have been appointed to serve as co-CEOs of WeCommerce following Mr. Persson’s resignation.
The Transaction is subject to TSXV approval, WeCommerce shareholder approval (as discussed below) and 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 Agreement. Subject to the satisfaction of such conditions, the Transaction is expected to close in April 2023.
The Agreement contains customary representations and warranties of WeCommerce and Tiny, which will expire on closing of the Transaction, and customary interim operational covenants for WeCommerce and Tiny for a transaction of this nature. The Agreement also provides for, among other things, customary non-solicitation covenants by WeCommerce, subject to a “fiduciary out” for unsolicited “superior proposals” received by WeCommerce and a provision for the right to match by Tiny of any superior proposals.
The Transaction is considered a “related party transaction” for the purposes MI 61-101. As a result, the Transaction will be subject to minority shareholder approval under MI 61-101 and the policies of the TSXV, excluding the votes required to be excluded under MI 61-101, including those of Messrs. Wilkinson and Sparling, Tiny and its affiliated entities and Wilkinson Ventures Ltd.
Disinterested directors and certain executive officers of WeCommerce, along with key shareholders Table Holdings and Freemark Partners, have entered into voting support agreements with Tiny pursuant to which each has committed to vote all of its WeCommerce Shares, representing an aggregate of 39.9% of the WeCommerce Shares eligible to be voted in the required minority shareholder approval, in favour of the Transaction.
Details of the Transaction will be included in a management information circular that WeCommerce expects to mail to its shareholders in advance of the special meeting of shareholders, which is expected to be held in 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.
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.
This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding to shareholders and investors of our performance and may assist in the evaluation of the combined business relative to that of its peers. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The non- IFRS measures including EBITDA and adjusted EBITDA. EBITDA has been defined herein as net income or loss before interest, income taxes and amortization. Adjusted EBITDA removes unusual, non-cash or non-operating items from EBITDA such as listing expenses, acquisition costs, restructuring charges, asset impairments, non-cash stock-based compensation, fair value adjustments to contingent consideration payable and foreign exchange gains and losses.
The non-IFRS measures used in this press release are not intended as a substitute for IFRS measures. For more information, please see “Non-IFRS Measures” and “Non-IFRS Measures Reconciliations” in the most recent management’s discussion and analysis for the three- and nine-months ended September 30, 2022 and September 30, 2021 of WeCommerce, which is available on WeCommerce’s SEDAR profile at www.sedar.com.
Financial and Legal Advisors
Fasken Martineau DuMoulin LLP acted as legal counsel to Tiny. 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.
This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about the 2023 calendar year adjusted EBITDA which is subject to the same assumptions, risk factors, limitations, and qualifications as set out below under the heading “Forward-Looking Information”. The actual financial results of the combined company may vary from the amounts set out herein and such variation may be material. WeCommerce, Tiny and their management believe that the financial outlook has been prepared on a reasonable basis, reflecting management’s best estimates and judgments and the FOFI contained in this press release was approved by management as of the date hereof. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, neither WeCommerce nor Tiny undertake an obligation to update such FOFI. FOFI contained in this press release was made as of the date hereof and was provided for the purpose of providing further information about the combined company’s anticipated future business operations. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.
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 will be consummated; the anticipated benefits of the Transaction, including continued growth, financial and operating scale, stronger balance sheet, business objectives and plans of the combined entity; the anticipated timing for closing of the Transaction; the pro forma ownership of the combined entity following the Transaction and the anticipated treatment of the restricted share units of Tiny; Tiny’s operating segments and businesses following the Transaction; the terms and parties of the voting support agreements; the mailing and contents of the management information circular in respect of the special meeting of shareholders of WeCommerce and the timing thereof; the anticipated timing for the special meeting of shareholders of WeCommerce; the Company and Tiny obtaining and/or satisfying customary approvals and conditions, including TSXV approval, and requisite shareholder, regulatory and 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; the ability to receive, in a timely manner and on satisfactory terms, all necessary approvals, including TSXV approval, and requisite shareholder, regulatory 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 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.
1 See “Non-IFRS Measures” and “Financial Outlook” below.
For further information: David Charron, Chief Financial Officer, Phone: 416-418-3881, Email: firstname.lastname@example.org