Business
WeCommerce Announces Upcoming Special Meeting of Shareholders to Approve Transaction with Tiny
Victoria, British Columbia--(Newsfile Corp. - February 23, 2023) - WeCommerce Holdings Ltd. (TSXV...
About this update from Tiny Ltd. Class A
[{"type":"text","content":"WeCommerce Announces Upcoming Special Meeting of Shareholders to Approve Transaction with TinyVictoria, British Columbia--(Newsfile Corp. - February 23, 2023) - WeCommerce Holdings Ltd. (TSXV: WE) (\"WeCommerce\" or the \"Company\") is pleased to announce that it has scheduled a special meeting of its shareholders (the \"Meeting\") to be held on April 11, 2023 to approve its previously announced transaction (the \"Transaction\") with Tiny Capital Ltd. (\"Tiny\").Shareholder Meeting and ApprovalsThe Meeting is scheduled for 10:00 a.m. (Vancouver time) on April 11, 2023. The meeting will be held virtually via live audio webcast online. The Transaction is considered a \"related party transaction\" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). As a result, the Transaction will be subject to minority shareholder approval requirements under MI 61-101 and the policies of the TSX Venture Exchange, excluding the votes required to be excluded under MI 61-101 which includes votes of shares of WeCommerce (\"WeCommerce Shares\") owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson. Disinterested directors and certain executive officers of WeCommerce, along with key shareholders Table Holdings and Freemark Partners, have entered into voting support agreements with Tiny pursuant to which each has committed to vote all of its WeCommerce Shares, representing an aggregate of 39.9% of the WeCommerce Shares eligible to be voted in the required minority shareholder approval, in favour of the Transaction. Board RecommendationAs previously announced, in connection with the evaluation of the Transaction, the board of directors of the Company (the \"WeCommerce Board\") formed an independent special committee comprised of Tim McElvaine, Carla Matheson and Shane Parrish (the \"Special Committee\"), each of whom is an independent director as determined in accordance with MI 61-101. Upon the unanimous recommendation of the Special Committee, the WeCommerce Board approved the Transaction and the Amalgamation Agreement (as defined below) and resolved to recommend that holders of WeCommerce Shares vote in favour of the Transaction (with each of Messrs. Wilkinson and Sparling, the founders and principal shareholders of Tiny, ...