Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY)
is pleased to announce that WeCommerce Holdings Limited Partnership
(“WeCommerce”), an entity that is 100% owned by Tiny, has
entered into a binding arm’s length definitive share purchase
agreement (the “Agreement”) with the shareholders of Clean
Canvas Limited (“Clean Canvas”), whereby WeCommerce has
acquired all of the issued and outstanding share capital of Clean
Canvas (the “Acquisition”). The Acquisition is expected to
be accretive to WeCommerce’s consolidated revenues and operating
margins, and advances Tiny’s strategy to build, acquire and invest
in the world’s top Shopify technology businesses.
Clean Canvas is a leading designer and developer of premium
themes which have been leveraged by over 80k Shopify merchants, and
will continue to operate as an independent brand following closing.
Clean Canvas’ financial results will be consolidated for the
purposes of financial reporting in Tiny’s Q3 Financial
Statements.
Management Commentary
Clean Canvas aligns with Tiny’s investment strategy and we
expect the acquisition to be accretive. The Themes segment is
performing well both on top line growth and profitability, and with
new areas of collaboration across the portfolio, we see Themes as
an ideal long-term investment focus. The additional expertise and
thought leadership brought by the Clean Canvas team will facilitate
additional development and innovation of the storefront
experience.
We also see readily available levers that will enable our team
to drive additional growth and profitability given our substantial
existing knowledge of the Shopify theme business. WeCommerce
continues to execute a plan that we expect will result in a growing
free cash flow contribution to Tiny.
Acquisition Terms
The consideration payable by WeCommerce in connection with the
Acquisition includes an upfront cash payment of US$11.5 million and
contingent consideration of up to US$1.2 million (the
“Earn-Out”) based on Clean Canvas’ operating performance
during the next 18 months, at the option of WeCommerce, by way of
(i) cash, (ii) the issuance of up to 1,200,000 Class A common
shares in the capital of Tiny (the “Common Shares”) to Clean
Canvas at a deemed price per share equal to the 10-day volume
weighted average trading price of the Common Shares on the TSX
Venture Exchange (the “TSXV”) calculated on the day
immediately prior to the day of the issuance of such shares, or
(iii) a combination thereof.
WeCommerce has retained a purchase price holdback of US$750,000
to secure against customary post-closing adjustments as well as
potential post-closing indemnification claims.
The Acquisition constitutes an Expedited Acquisition in
accordance with the policies of the TSXV and is subject to final
approval of the TSXV.
About Tiny Ltd.
Tiny is a leading technology holding company with a strategy of
acquiring majority stakes in wonderful businesses. Tiny has three
core business segments, Beam, WeCommerce 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. The Company’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.
WeCommerce provides merchants with a suite of ecommerce software
tools to start and grow their online store. Our family of companies
and brands include Pixel Union, Out of the Sandbox, Archetype,
Foursixty, Stamped, KnoCommerce and Orbit Apps. 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.
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
the Company 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 WeCommerce, please visit
https://www.wecommerce.co/ or refer to the public disclosure
documents available under Tiny’s SEDAR+ profile at
www.sedarplus.ca.
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 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: the anticipated benefits of the Acquisition; the
Company’s revenue and cash flow upon completion of the Acquisition;
the Company's belief that the Acquisition will provide significant
value to shareholders; 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
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 believes 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. 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 potential impact of the consummation of the
Acquisition on relationships, including with regulatory bodies,
stock exchanges, lenders, employees and competitors; the diversion
of management time on the Acquisition; assumptions concerning the
Acquisition and the operations and capital expenditure plans of the
Company following completion of the Acquisition; 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 and
the impact of the novel coronavirus pandemic; 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 in the Company's most recent MD&A as well as
the list of risk factors in the Company's management information
circular dated March 6, 2023 available on SEDAR+ at
https://www.sedarplus.ca under the Company's profile.
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 has 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 does not intend, and
does 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: Tiny Ltd.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230907152888/en/
For more information about the Company: David Charron Chief
Financial Officer Phone: 416-418-3881 Email: david@tiny.com
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