WisdomTree Investments, Inc. (“WisdomTree” or the “Company”)
(NASDAQ: WETF), an exchange-traded fund (“ETF”) and exchange-traded
product (“ETP”) sponsor and asset manager, today announced that its
Board of Directors (the “Board”) adopted a limited duration
stockholder rights plan (the “rights plan”).
The Board adopted the rights plan in response to the recent
rapid accumulations of significant portions of WisdomTree
outstanding common stock. It is intended to protect WisdomTree and
its stockholders from efforts by a single stockholder or group of
stockholders to obtain control of WisdomTree without paying a
control premium.
The rights plan is similar to other rights plans adopted by
publicly held companies and is intended to promote the fair and
equal treatment of all stockholders and to allow stockholders to
realize the long-term value of their investment. It also provides
several important stockholder-friendly features, including the
following:
- The rights plan will automatically
expire on the day after the Company’s 2022 Annual Meeting of
Stockholders (“2022 Annual Meeting”), unless approved by
stockholders at the 2022 Annual Meeting, in which case it will
expire in one year, on March 13, 2023;
- The rights will be exercisable only
if any person (or any persons acting as a group) acquires 10% (or
20% in the case of passive stockholders) or more of the Company’s
outstanding common stock;
- The rights plan has an exception
for offers made for all shares of the Company that treat all
stockholders equally, including a qualifying offer clause that
provides stockholders the ability to call a special meeting for
purposes of exempting a “qualifying offer;”
- The rights plan does not contain
any dead-hand, slow-hand, no-hand or similar features that would
limit the ability of a future board of directors to redeem the
rights; and
- The rights plan does not preclude
the Board from considering an offer that recognizes the full value
of the Company.
Frank Salerno, WisdomTree Chair of the Board,
stated: “WisdomTree’s Board is committed to enhancing value for all
stockholders and will continue to take actions that we believe will
enable us to achieve this objective. Consistent with the Board’s
duty to serve as a prudent fiduciary for stockholders, this
stockholder rights plan is intended to not only facilitate the
ability of our stockholders to realize the long-term value of their
investment in WisdomTree, but also to guard against coercive
tactics to gain control of the Company.”
Additional Information on Stockholder Rights
Plan
Pursuant to the rights plan, WisdomTree declared a dividend
distribution of one preferred share purchase right on each
outstanding share of the Company’s common stock and 1,000 preferred
share purchase rights on each outstanding share of the Company’s
Series A Non-Voting Convertible Preferred Stock. The record date
for the dividend distribution is March 25, 2022. Initially, the
rights will not be exercisable and will trade with the shares of
WisdomTree common stock and Series A Preferred Stock. The rights
generally will become exercisable if a person or group becomes an
“acquiring person” by acquiring 10% (or 20% in the case of passive
stockholders) or more of the common stock of WisdomTree (which
includes stock subject to a derivative transaction or an acquired
derivative security) or if a person or group commences a tender
offer that could result in that person or group becoming an
“acquiring person.” If a person or group becomes an “acquiring
person,” each holder of a right (other than the acquiring person)
would be entitled to purchase, at the then-current exercise price,
such number of shares of common stock (or, subject to the terms of
the rights plan, shares of preferred stock that are equivalent to
shares of WisdomTree common stock) having a value of twice the
exercise price of the right. If WisdomTree is acquired in a merger
or other business combination transaction after any such event,
each holder of a right would then be entitled to purchase, at the
then-current exercise price, shares of the acquiring company’s
common stock having a value of twice the exercise price of the
right.
A person or group who beneficially owned 10% or more (or 20% or
more in the case of passive stockholders) of WisdomTree’s
outstanding common stock prior to the first public announcement by
WisdomTree of the adoption of the rights plan will not trigger the
rights plan so long as they do not acquire beneficial ownership of
any additional shares of common stock at a time when they still
beneficially own 10% or more (or 20% or more in the case of passive
stockholders) of such common stock, subject to certain exceptions
as set forth in the rights plan.
The rights plan will expire on the day after the 2022 Annual
Meeting, unless approved by stockholders at the 2022 Annual
Meeting, in which case it will expire in one year, on March 13,
2023. The date of the 2022 Annual Meeting has not yet been
announced. The rights plan contains a qualifying offer clause that
provides stockholders the ability to call a special meeting for
purposes of exempting a “qualifying offer.”
Further details about the rights plan will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that WisdomTree will file with the U.S. Securities and Exchange
Commission.
Advisors
BofA Securities is serving as financial advisor,
and Goodwin Procter LLP is serving as legal counsel
to WisdomTree. Innisfree M&A is serving as proxy
solicitor, and Abernathy MacGregor is serving as strategic
communications advisor.
About WisdomTree
WisdomTree Investments, Inc., through its subsidiaries in the
U.S. and Europe (collectively, “WisdomTree”), is an ETF and ETP
sponsor and asset manager headquartered in New York. WisdomTree
offers products covering equity, commodity, fixed income, leveraged
and inverse, currency, cryptocurrency and alternative strategies.
WisdomTree currently has approximately $78 billion in assets under
management globally.
WisdomTree® is the marketing name for WisdomTree Investments,
Inc. and its subsidiaries worldwide.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the anticipated benefits
and expected consequences of the rights plan that WisdomTree has
adopted. Such statements are identified by use of the words
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“plans,” “predicts,” “projects,” “should,” and similar expressions.
Any forward-looking statements contained herein are based on
current expectations, but are subject to risks and uncertainties
that could cause actual results to differ materially from those
indicated, including, but not limited to, the effectiveness of the
rights plan in providing the Board of Directors with time to make
informed decisions that are in the best long-term interests of
WisdomTree and its stockholders, and other risk factors discussed
from time to time in our filings with the SEC, including those
factors discussed under the caption “Risk Factors” in our most
recent annual report on Form 10-K, filed with the SEC on February
25, 2022, and in subsequent reports filed with or furnished to the
SEC. WisdomTree assumes no obligation and does not intend to update
these forward-looking statements, except as required by law, to
reflect events or circumstances occurring after today’s date.
Important Additional Information and Where to Find
It
WisdomTree intends to file a proxy statement on Schedule 14A, an
accompanying WHITE proxy card and other relevant
documents with the SEC in connection with such solicitation of
proxies from WisdomTree stockholders for WisdomTree’s 2022 Annual
Meeting. WISDOMTREE STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ WISDOMTREE’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), ACCOMPANYING WHITE PROXY CARD,
AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may
obtain a copy of the definitive proxy statement, an accompanying
WHITE proxy card, any amendments or supplements to
the definitive proxy statement and other documents that WisdomTree
files with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the “SEC
Filings” subsection of the “Financial Information” section of
WisdomTree’s Investor Relations website at
http://ir.wisdomtree.com/ or by contacting Jeremy Campbell,
Director of Investor Relations, at jeremy.campbell@wisdomtree.com,
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
Contact Information
Investor RelationsWisdomTree Investments, Inc.Jeremy
Campbell+1.646.522.2602jeremy.campbell@wisdomtree.com
or
Innisfree M&A IncorporatedScott Winter / Jonathan
Salzberger+1.212.750.5833 swinter@innisfreema.com /
jsalzberger@innisfreema.com
Media RelationsWisdomTree Investments, Inc.Jessica
Zaloom+1.917.267.3735jzaloom@wisdomtree.com
or
Abernathy MacGregorCarina Davidson / Dana
Gorman+1.212.371.5999ccd@abmac.com / dtg@abmac.com
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