Tinybeans Group Ltd · ASX:TNY
Tinybeans — Merger or Acquisition (January 2020)
28 slides from Tinybeans's merger presentation, Jan 31, 2020
Slide 1: Acquisition of Red Tricycle Inc and Capital Raise
For personal use only Acquisition of Red Tricycle Inc and Capital Raise January 31, 2020 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 2: Disclaimer
Disclaimer This presentation (“this Presentation”) has been prepared by Tinybeans Group Limited [ABN 46 168 481 614] (“Tinybeans” or the “Company”) and Red Tricycle Inc. (“RTI”) and is dated 31 January 2020. For personal use only Summary information This Presentation contains summary information abo
Slide 3: Key Highlights
Key Highlights For personal use only Acquisition of Red Tricycle • Tinybeans (TNY) to acquire 100% of Red Tricycle Inc (Red Tricycle) – www.redtri.com - Red Tricycle is one of the world’s leading parenting websites • Red Tricycle is a website and business directory platform focused on parents with k
Slide 4: Transaction Summary
Transaction Summary For personal use only Transaction Overview • Tinybeans to acquire 100% of Red Tricycle for the following consideration: • ~$9.35 million AUD in cash to the shareholders • ~825K Consideration Shares in TNY under the terms of the Acquisition • All Consideration Shares are to be esc
Slide 5: Tinybeans Overview
Tinybeans Overview For personal use only ● Tinybeans Group Limited (ASX: TNY) is a mobile and web-based technology platform that connects parents with the most trusted digital tools and resources on the planet to help every family thrive. Being Apple’s App of the Day in the U.S. in October 2019 puts
Slide 6: Q2 FY20 Company Performance
Q2 FY20 Company Performance (TNY pre acquisition) For personal use only ● Monthly Active Users (MAU) grew to over 1.37M, up 100K on the previous quarter ● Registered users hit 3.7M, growth of over 150K new users in the previous quarter ● H1-FY20 revenue of $2.35M, an increase of 40% on H1-FY19 ● Sev
Slide 7: Red Tricycle Overview
For personal use only Red Tricycle Overview NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 7
Slide 8: About Red Tricycle
About Red Tricycle For personal use only ● Red Tricycle is one of the world’s leading parenting websites reaching over 2 million unique parents monthly – www.redtri.com ● Red Tricycle is a trusted content and business directory platform focused on parents and kids from 0 – 13 years of age and with o
Slide 9: Red Tricycle – Deep local market content
Red Tricycle – Deep local market content For personal use only NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 50 million reference above is the potential market size in the markets highlighted here. 9
Slide 10: Red Tricycle Growth Strategy
Red Tricycle Growth Strategy For personal use only NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 10
Slide 11: Red Tricycle Financials
Red Tricycle Financials* For personal use only $6,000,000 Annual Revenues CY 2019 Revenue Breakdown $5,000,000 53% $4,000,000 $3,000,000 $2,000,000 $1,000,000 Direct Advertising Small Business Listings E-commerce Rev Share $- CY 2017 CY 2018 CY 2019 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STAT
Slide 12: Tinybeans & Red Tricycle: a powerful combination
Tinybeans & Red Tricycle: a powerful combination For personal use only Combined Key Metrics Monthly Active ~1.37M ~2M ~3.37M Registered Members ~3.7M ~0.7M ~4.4M Social Reach 0.2M 10.5M 10.7M CY19 Revenue (AUD)* ~$4.6M ~$5.2M ~$9.8M Strategic Business Rationale Content Platform: Significant content
Slide 13: Strong Strategic Fit: Tinybeans & Red Tricycle
Strong Strategic Fit: For personal use only Tinybeans & Red Tricycle ● Increases TNY’s active user base to c. 3.37M ● Expands TNY’s value proposition to brands through a broader content platform ● Improves ability to grow existing brand budgets and attract more brands looking for scale (i.e. support
Slide 14: Acquisition of Red Tricycle – Strategic Rationale
Acquisition of Red Tricycle – Strategic Rationale For personal use only Trusted Brand Revenue Audience Offerings Partnerships Streams • Active user base to 3.37M • Rich milestone and • Broadened offering to • Grow revenue with • Social audience to over memory apps brands to win more $$ ecommerce 10M
Slide 15: Product & Engineering to U.S.
Product & Engineering to U.S. For personal use only ● With over 95% of revenues and over 85% of the audience in the U.S. the consolidation to the U.S. makes strategic sense ● As part of the acquisition of Red Tricycle, the Tinybeans product and engineering capabilities based in the Sydney team, will
Slide 16: Conclusion
Conclusion For personal use only ● Compelling acquisition - firmly in line with TNY’s strategy to become the leading, most trusted parent and family platform ● Enhances TNY’s user base, social reach and value proposition to brands ● Upgrades TNY’s app and web platform, and resource capability ● Acce
Slide 17: Appendix A: Transaction Details
For personal use only Appendix A Transaction Details NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 17
Slide 18: Equity Funding and Terms
Equity Funding and Terms For personal use only Acquisition Consideration • Tinybeans to acquire 100% of Red Tricycle for the following consideration: • $9.35 AUD million in cash to the shareholders • ~825K Consideration Shares in TNY under the terms of the Acquisition • All Consideration Shares are
Slide 19: Indicative Equity Raising Timetable
Indicative Equity Raising Timetable For personal use only Timetable Date TNY Trading Halt 9am, Wednesday, 29th January, 2020 Bids Due 4pm, Wednesday, 29thJanuary, 2020 Placement Allocations Advised 6pm, Wednesday, 29thJanuary, 2020 Investor Confirmations due 12pm, Thursday, 30th January, 2020 Announ
Slide 20: Capital Structure (pre SPP)
Capital Structure (pre SPP) For personal use only Current TNY Capital Raising and Post-Acquisition Capital Structure Acquisition Consideration Capital Structure Issue Price1 $2.00 $2.00 $2.00 Ordinary Shares 38,634,479 6,825,000 45,459,4792 Market Capitalisation at Offer Price ~$77.3 million N.A. ~$
Slide 21: Appendix B: Summary of Material Terms
For personal use only Appendix B Summary of Material terms NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 21
Slide 22: Summary of Material Terms
Summary of Material Terms For personal use only Acquisition Structure • Tinybeans Group Limited (Tinybeans) will set up a wholly owned, US subsidiary which will then acquire and merge with Red Tricycle Inc (Red Tricycle) for cash and shares in Tinybeans. Conditions precedent to • Completion of due d
Slide 23: Summary of Material Terms
Summary of Material Terms For personal use only Warranties & indemnities • Warranties and representations by: o Red Tricycle including as to corporate standing, property, intellectual property, financial statements, tax, employment and other matters; and o Tinybeans and its acquisition vehicle in re
Slide 24: Appendix C: Key Risks
For personal use only Appendix C Key Risks NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 24
Slide 25: Key Risks: Introduction
Key Risks: Introduction For personal use only This section discusses some of the key risks associated with an investment in New Shares in Tinybeans. These risks may affect the future operating and financial performance of Tinybeans (both standalone and post-Acquisition, as applicable) and the value
Slide 26: Key Risks: Acquisition Specific Risks
Key Risks: Acquisition Specific Risks For personal use only Tinybeans and its advisers have undertaken targeted financial, operational, legal, tax and other analyses in respect of Red Tricycle in Acquisition Risk order to determine its attractiveness to Tinybeans and whether to pursue the Acquisitio
Slide 27: Key Risks: Acquisition Specific Risks
Key Risks: Acquisition Specific Risks For personal use only Completion of the Acquisition is subject to a number of conditions, including those set out on slide 21. If these conditions are not Completion Risk satisfied or they take longer than anticipated to satisfy (and they are not otherwise waive
Slide 28: Key Risks: Acquisition Specific Risks
Key Risks: Acquisition Specific Risks For personal use only Tinybeans undertook a due diligence process in respect of Red Tricycle, which relied in part on the review of financial and other Due Diligence Risk information provided by Red Tricycle. While Tinybeans considers the due diligence process u
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