WE:CC - WeCommerce Announces Upcoming Special Meeting of Shareholders to Approve Transaction with Tiny
Victoria, British Columbia--(Newsfile Corp. - February 23, 2023) - WeCommerce Holdings Ltd. (TSXV: WE) ("WeCommerce" or the "Company") is pleased to announce that it has scheduled a special meeting of its shareholders (the "Meeting") to be held on April 11, 2023 to approve its previously announced transaction (the "Transaction") with Tiny Capital Ltd. ("Tiny").
Shareholder Meeting and Approvals
The Meeting is scheduled for 10:00 a.m. (Vancouver time) on April 11, 2023. The meeting will be held virtually via live audio webcast online.
The Transaction is considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the Transaction will be subject to minority shareholder approval requirements under MI 61-101 and the policies of the TSX Venture Exchange, excluding the votes required to be excluded under MI 61-101 which includes votes of shares of WeCommerce ("WeCommerce Shares") owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson.
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.
Board Recommendation
As previously announced, 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 MI 61-101. Upon the unanimous recommendation of the Special Committee, the WeCommerce Board approved the Transaction and the Amalgamation Agreement (as defined below) and resolved to recommend that holders of WeCommerce Shares vote in favour of the Transaction (with each of Messrs. Wilkinson and Sparling, the founders and principal shareholders of Tiny, 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.
Transaction Overview
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 WeCommerce Shares to Tiny shareholders as consideration therefor. Concurrently with the closing of the Transaction, approximately 11.4 million existing WeCommerce Shares held by Tiny and Tiny Holdings Ltd. will be cancelled, resulting in approximately 177.9 million fully diluted WeCommerce 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 continue into the federal jurisdiction of Canada under the Canada Business Corporations Act under the name "Tiny Ltd." (collectively, the "Post-Closing Reorganization"). The Board of the combined company is expected to be unchanged.
The Transaction is subject to final approval of the TSX Venture Exchange ("TSXV"), WeCommerce shareholder approval at the Meeting 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 Amalgamation Agreement. Subject to the satisfaction of such conditions, the Transaction is expected to close 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.
For more information, please contact:
David Charron
Chief Financial Officer
Phone: 416-418-3881
Email: david@wecommerce.co
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 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 final 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 final 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.
Source: WeCommerce Holdings Ltd.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/156035