Parties
Company
WeCommerce Holdings Ltd.
Company
Tiny Capital Ltd.
On January 23, 2023, WeCommerce has finalized an amalgamation agreement with Tiny and its wholly-owned subsidiary, 1396773 B.C. Ltd. This all-share transaction, structured as a three-cornered amalgamation under British Columbia's Business Corporations Act, merges WeCommerce and Tiny. Tiny, a technology holding company that has acquired over 30 companies since 2016 without raising equity capital, was also the largest shareholder of WeCommerce.
Andrew Wilkinson and Chris Sparling, Tiny's co-CEOs, own 98% of Tiny, and also have significant shares in WeCommerce. They, along with Bill Ackman of Table Holdings, owning 15.4% of WeCommerce, expressed their enthusiasm for the merger, emphasizing long-term growth and public trading ambitions.
The transaction involves WeCommerce acquiring all Tiny shares and issuing about 146.4 million WeCommerce Shares to Tiny shareholders. Post-transaction, approximately 177.9 million fully diluted WeCommerce Shares will be outstanding. The combined entity will continue as Tiny Ltd., with the existing board remaining unchanged. Wilkinson and Sparling will serve as co-CEOs following Alex Persson's resignation.
The WeCommerce Board, advised by an independent special committee, approved the transaction based on Perella Weinberg Partners' fairness opinion. The transaction, classified as a "related party transaction," requires minority shareholder approval, with 39.9% of eligible WeCommerce Shares already committed in support. The transaction, subject to TSXV and shareholder approvals, is expected to close in April 2023.
Deal Type
Merger & AcquisitionIndustry
Tech/Computer/ITTransaction
$ 962,000,000Deal Status
ClosedClosing Date
16 April 2023