Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY),
a Canadian technology holding company, today announced that its
private partnership Tiny Fund I, LP (the “Buyer”) has
entered into a definitive agreement (the “Definitive
Agreement”) to acquire Retail Store Networks, Inc (d/b/a
WholesalePet.com) (“WSP”), a B2B marketplace for wholesale
pet products from EMERGE US Holdings LLC (the “Seller”), a
subsidiary of EMERGE Commerce Ltd. (“EMERGE”)
(TSXV:ECOM).
WholesalePet
Founded in 2001, WSP has established itself as one of the
largest pet wholesale marketplaces in the United States, growing
gross merchandise value by more than 100% over the last 10-years.
WSP specializes in serving pet boutiques, pet stores, and pet
service businesses, including pet boarding and grooming. The
platform enables thousands of independent pet retailers to purchase
pet products from a diverse range of manufacturers and
distributors. WSP operates solely as a marketplace, carrying no
inventory.
Management Commentary
“We are excited to partner with Tiny for the next stage of
growth at WholesalePet,” said founder Robert Nelson. “We believe
Tiny’s long-term oriented approach and experience with marketplace
businesses will enable us to continue to improve our platform and
best serve our customers for years to come.”
“When we spoke to store owners and people in the independent pet
retailer community, they often knew the WholesalePet team by name,”
said Andrew Wilkinson, co-founder of Tiny. “This speaks to the
incredible brand and reputation they have built over the last 23
years. We’re excited to build upon this with the team at
WholesalePet to continue supporting the independent pet retail
community.”
Transaction Overview
Pursuant to the Definitive Agreement, the Buyer has agreed to
pay the Seller cash consideration of US$9,250,000 on closing of the
transaction (the “Closing”), subject to standard closing
adjustments.
The Closing is expected to occur prior to the end of January
2024, or such other date as the Seller and the Buyer may mutually
agree. Closing is subject to customary closing conditions in favour
of the Buyer and the Seller, including EMERGE receiving final
approval of the TSX Venture Exchange.
About Tiny
Tiny is a Canadian-based investment company focused primarily on
investing and acquiring majority stakes in businesses that it
expects to hold over the long-term. The Company is structured to
give maximum flexibility to operating management teams by
maintaining a focus at the parent company level on only three
areas: capital allocation, management, and incentives. This
structure enables each company to run independently and focus on
what they do best, within an incentive structure that is designed
to drive results for both the operating business and ultimately for
Tiny and its shareholders.
Tiny currently has three principle reporting segments: Digital
Services, which provides design, engineering, brand positioning and
marketing services to help companies of all sizes deliver premium
web and mobile products; E-Commerce Platform, which is home to a
complementary portfolio of recurring revenue software businesses
that support merchants, as well as digital themes businesses that
sell templates to Shopify merchants; and Creative Platform, which
is comprised primarily of Dribbble, the leading social network for
designers and digital creatives, as well as a premier online
marketplace for digital assets such as fonts and templates.
For more information, please visit www.tiny.com or refer to the
public disclosure documents available under Tiny’s SEDAR+ profile
at www.sedarplus.ca.
About EMERGE Commerce
EMERGE Commerce (TSXV: ECOM) is a diversified acquirer and
operator of niche e-commerce brands in Canada and the U.S. The
Company’s properties provide members with access to offerings
across a variety of verticals.
To learn more visit https://www.emerge-commerce.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
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 completion of the transaction and the timing thereof
and Company's beliefs regarding the future prospects of WSP.
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.
Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are the following: EMERGE receiving final approval of the
transaction by the TSX Venture Exchange, credit, liquidity and
additional financing risks for the Company; stock market
volatility; changes in e-commerce industry growth and trends;
changes in the business activities, focus and plans of the Company;
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240124707193/en/
David Charron Chief Financial Officer 416-418-3881
david@tiny.com
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