Business
Tiny Announces Completion of Majority Acquisition of Serato and Conversion of Subscription Receipts
Victoria, British Columbia--(Newsfile Corp. - May 13, 2025) - Tiny Ltd.  (TSXV: TINY) (...
About this update from Tiny Ltd. Class A
[{"type":"text","content":"Tiny Announces Completion of Majority Acquisition of Serato and Conversion of Subscription ReceiptsVictoria, British Columbia--(Newsfile Corp. - May 13, 2025) - Tiny Ltd.  (TSXV: TINY) (\"Tiny\" or the \"Company\"), a Canadian technology holding company that acquires wonderful businesses for the long term, announced today that the Company has completed its previously announced arm's length acquisition (the \"Acquisition\") of a majority interest in Serato Audio Research Limited (\"Serato\") for total initial consideration of US$66,000,000. For further details regarding the Acquisition, see the Company's press release dated March 31, 2025.Pursuant to the terms of the share purchase agreement dated April 1, 2025, as amended (the \"Acquisition Agreement\"), Tiny acquired 66% of the issued and outstanding shares of Serato from the shareholders of Serato (the \"Sellers\") for a base purchase price of US$66,000,000, subject to customary adjustments (the \"Purchase Price\") which was paid through: (i) the issuance of 29,360,451 Class A common shares in the capital of the Company (\"Common Shares\") to the Sellers having an aggregate value of US$23,600,000 (the \"Completion Shares\"), and (ii) the payment of US$42,400,000 in cash to the Sellers.The Completion Shares were issued at a price of US$0.8038 (CAD$1.15) per share and are subject to a statutory four month hold period in accordance with applicable Canadian securities laws. In addition, the Sellers have agreed to contractual restrictions on the sale of their Completion Shares whereby the transfer of such shares will be restricted for a period of 24 months following closing, with 50% of such Completion Shares becoming freely trading upon the first anniversary of the closing date and 12.5% being released quarterly thereafter.In addition to the Purchase Price, the Acquisition Agreement provides that the Sellers are eligible to receive additional contingent consideration upon satisfaction of certain total revenue growth and adjusted EBITDA performance targets within the two years following the closing of the Acquisition (the \"Contingent Consideration\"). The Company will satisfy the first US$15,000,000 of Contingent Consideration in cash with any additional Contingent Consideration above US$15,000,000 payable through a combination of cash and up to 5,000,000 Common Shares, ...