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 asset purchase
agreement (the “Agreement”) with the shareholders of Jagged
Pixel Inc. (“Jagged Pixel”), whereby WeCommerce has acquired
the assets of Jagged Pixel (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.
Jagged Pixel operates Uptime, the leading automated store
monitoring application on Shopify. Through 24/7 monitoring, Uptime
allows merchants to detect and resolve issues on their Shopify
stores within seconds. Jagged Pixel’s financial results will be
consolidated for the purposes of financial reporting in Tiny’s Q4
Financial Statements.
Management Commentary
Our team has identified levers to drive accelerated revenue
growth and expansion across our current app portfolio through the
significant complementary feature sets of Uptime and Theme Updater
Plus, an existing WeCommerce app. We expect the combination of
these two apps will help bolster our store management offerings for
SMB to Enterprise merchants in the Shopify ecosystem while adding
to our margins. WeCommerce continues to execute a plan that is
designed to drive 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$400,000 less
working capital related adjustments and the equivalent of
US$600,000 through the issuance of 264,706 Class A common shares in
the capital of Tiny (the “Common Shares”) at an issue price
of CAD$3.06 per share. The Common Shares issued pursuant to the
Acquisition will be subject to a statutory hold period of four
months and one day in accordance with applicable securities laws.
Jagged Pixel has separately agreed to a one year contractual
restriction on resale. The price of the Common Shares has been
determined based on the 10-day volume-weighted average trading
price of the Common Shares on the TSX Venture Exchange ("TSXV") for
the period ending on October 13, 2023.
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 Acquisition being accretive to WeCommerce’s
consolidated revenues; that the Acquisition will help accelerate
growth within the WeCommerce apps portfolio; the potential
synergies associated with the Acquisition and the ability of
WeCommerce to drive free cash flow growth to Tiny.
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; changes in
e-commerce industry growth and trends; changes in the business
activities, focus and plans of the Company 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/20231017191131/en/
For more information about the Company, please contact:
David Charron Chief Financial Officer Phone: 416-418-3881 Email:
david@tiny.com
Jonathan Ross Tiny Ltd. Investor Relations Phone: 416-283-0178
Email: investors@tiny.com
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