WeCommerce (TSXV: WE) has entered into a definitive amalgamation agreement with Tiny (and 1396773 B.C. Ltd.,) a wholly-owned subsidiary of WeCommerce, to combine their businesses in an all-share transaction.
WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online stores. Its 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 technology businesses operating in the Shopify partner ecosystem.
Founded by Andrew Wilkinson and Chris Sparling, Tiny is a technology holding company which 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.
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. Mr. Sparling also has an indirect ownership in WeCommerce through his approximate 20% ownership of Tiny Holdings Ltd.
It is anticipated that, following completion of the deal, 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 transaction is subject to TSXV approval, WeCommerce shareholder approval 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 deal is expected to close in April 2023.
FinSMEs
23/01/2023