January 25, 2023: Investment Framework Tips You Need

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Quick Takes: Tiny to the rescue?

What is the news?

On Monday publicly traded WeCommerce announced that it had entered into an agreement with Tiny and a WeCommerce subsidiary to combine their businesses in an all-share transaction.

What does this mean?

The way it is being announced, it looks like a merger between WeCommerce and Tiny. In reality, it looks more like a reverse merger as Tiny will own 75% of the company and Tiny's co-founders will become CEOs of the combined entity.

If the agreement is approved by WeCommerce shareholders, the combined company will have an "equity value" of $900m+.

What does WeCommerce do?

WeCommerce was a Shopify app roll-up entity created in 2019 by Tiny that went public on the TSXV in December 2020. The idea behind a roll-up is that it can use its shares to buy smaller businesses and create value by improving operations, growing the company, and trading at a higher value than what it paid for the company it purchased.

In the case of WeCommerce, they were looking to acquire Shopify Apps and they went public to have a currency to do acquisitions. What they may do is buy a company with $5m revenue and $1m EBITDA for 3x EBITDA or $3m. They can pull out costs for overhead (e.g. finance team) that they centralized, help grow revenue and once the acquired company's financials are part of WeCommerce, they should be worth 5x EBITDA.

In theory, if they improved EBITDA to $2m, the $3m acquisition adds $10m in equity value for WeCommerce shareholders.

If they were part of Tiny, why are they merging?

Tiny is a Victoria-based private company co-founded by Andrew Wilkinson and Chris Sparling in 2007. They have started, acquired, or invested in 50+ companies. Prior to this merger, Tiny was the largest shareholder of WeCommerce. My guess, is they are merging as the tech roll-up model is now out of favor with investors and WeCommerce was trading down 90% from its all-time high prior to the announcement. Tiny most likely wants to both protect the value of their investment and take advantage of the lower valuation.

Why is the roll-up model out of favor?

Multiple reasons that won't shock our readers:

  1. Higher interest rates and more cautious lenders, meaning it is harder and more costly to finance acquisitions with debt.

  2. E-commerce growth slowed down pushing the multiples for the entire sector down making the arbitrage play less exciting.

  3. Multiple companies launched roll-out models making acquisitions relatively more expensive.

So does it make sense for the companies to merge?

WeCommerce going public was based on opportunistic market timing.

Retail investors wanted access to e-commerce and roll-up plays. Tiny and WeCommerce took advantage and most likely believed that public shares would give them a competitive edge in acquisition.

While it makes sense to take advantage of strong markets, you need to make sure the underlying business can withstand the cyclicality of the market. In this case, it appears WeCommerce could not. Tiny will hopefully bring a more diversified and consistent base of business to the public entity which will hopefully stabilize the shares of WeCommerce.

What are the takeaways from this news?

Tune in to tomorrow's episode of Quick Takes to learn the key takeaways and why this news should change your perspective on the current trends.

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Profile: Marc Boscher and Unito

What is Unito?

Unito was created to integrate disparate SaaS applications, enabling workflows that cross the boundaries of tools, teams, and organizations. Unito’s workflow automation platform and two-way integrations allow information to flow freely between apps like Atlassian’s Trello and Jira Software, Asana, GitHub and Wrike, leading to easier collaboration, more efficient work, and higher productivity.

What was the insight/inspiration that led you to start Unito?

This was a classic scratch-your-own-itch story.

I had a notepad full of "someone should solve this" ideas I'd accumulated over the years, and among them was to keep all those tools in sync so I don't have to do it manually.

How did you know you were ready to found a company?

I was more than ready. It was the plan since joining my first startup in 1999. I just can't believe it took me so long to get to it.

How did you meet your Co-Founder/know they were the right person to work with?

I was in an idea-stage accelerator with 40 other entrepreneurs testing their ideas. My co-founder's idea didn't work, but he definitely had the right DNA and timing.

What has been the hardest thing about your journey so far?

Building a family while bootstrapping a business.

What is your super strength?

Willpower, although some would call it stubbornness.

Are you hiring right now? If so, which roles are open?

Unito is hiring for a number of roles. We're currently seeking a Senior Designer to join our team in Montreal. There are also more job openings featured on our careers page.

*Reply to this email and let us know what companies and innovators you'd like to see featured in an upcoming newsletter*

Join the Montreal tech community on January 31, and learn more from Marc in real life as he takes the stage at our upcoming TechTO: Together event in Montreal!

*TechTO: Together returns to Montreal on January 31 to kick off 2023 with the local ecosystem. Marc Boscher will be one of the many speakers taking the stage at the event to share more of their Founder journey and answer questions in-real-time.

*Grab your tickets while they last*

Thanks to our friends at Planned for hosting and partnering with us on this event. We'd also like to thank Mission for their continued partnership as well.

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