ContextLogic Announces Stockholder Approval of Transaction with Qoo10
19 Abril 2024 - 9:00AM
ContextLogic Inc. (d/b/a Wish) (NASDAQ: WISH) (“ContextLogic” or
the “Company”) announced its stockholders have approved the Asset
Sale transaction with Qoo10 Pte. Ltd. (“Qoo10”) at yesterday’s
Special Meeting of Stockholders (the “Special Meeting”). The
transaction is expected to close later today, April 19, 2024.
Rishi Bajaj, who will become Chief Executive
Officer and Chairman of the Board at the closing of the Asset Sale,
stated: “On behalf of the Board of Directors, we would like to
thank our stockholders for their support of the Asset Sale. Having
achieved this important milestone, we look forward to closing the
transaction later today and using the proceeds and our other
post-closing cash to maximize the value of the Company’s NOLs for
the benefit of our stockholders.”
Approval of the Asset Sale required the approval of
the holders of at least a majority of the Company’s outstanding
common shares. According to the preliminary results of the Special
Meeting, approximately 51.5% of the Company’s outstanding shares
voted in favor of approving the Asset Sale. Furthermore, of the
shares that were voted at the Special Meeting, approximately 97% of
those shares voted in favor of the transaction. ContextLogic will
disclose the final vote results, as certified by the independent
inspector of elections, on a Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission.
As previously announced, upon the close of the
transaction, Qoo10 will acquire substantially all of the Company’s
operating assets and liabilities, principally comprising its Wish
ecommerce platform, for approximately $173 million in cash.
ContextLogic’s cash on hand (including the net proceeds from the
Asset Sale) will be approximately $161 million. ContextLogic
expects to begin trading under a new Nasdaq ticker symbol, “LOGC,”
within 30 days after the consummation of the Asset Sale.
J.P. Morgan Securities LLC is acting as financial
advisor to the Company and Sidley Austin LLP is acting as legal
counsel.
About WishWish brings an
affordable and entertaining shopping experience to millions of
consumers around the world. Since our founding in San Francisco in
2010, we have become one of the largest global ecommerce platforms,
connecting millions of value-conscious consumers to hundreds of
thousands of merchants globally. Wish combines technology and data
science capabilities and an innovative discovery-based mobile
shopping experience to create a highly-visual, entertaining, and
personalized shopping experience for its users. For more
information about the company or to download the Wish mobile app,
visit www.wish.com or follow @Wish on Facebook, Instagram and
TikTok or @WishShopping on X (formerly Twitter) and YouTube.
Forward Looking StatementsExcept
for historical information, all other information in this
communication consists of 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.
These forward-looking statements, and related oral statements the
Company, Qoo10 or acquiring subsidiary designated by Qoo10 (the
“Buyer”) may make, are subject to risks and uncertainties that
could cause actual results to differ materially from those
projected, anticipated or implied. For example, (1) there can be no
assurance as to the extent to which the post-closing Company will
find opportunities to utilize the NOLs, and when any such
utilization will occur, (2) the outcome of any legal proceedings
initiated against the Company, Qoo10 or the Buyer following the
announcement of the Asset Sale and related transactions (the
“Transactions”) could adversely affect the Company, Qoo10 or the
Buyer, including the ability of each to consummate the
Transactions, and (3) the Company may be adversely affected by
other economic, business, and/or competitive factors, as well as
management’s response to any of the aforementioned factors.
The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included herein and
elsewhere, including the risk factors included in the Company’s
most recent Annual Report on Form 10-K and Quarterly Report on Form
10-Q and other documents of the Company on file with the SEC.
Neither the Company nor Qoo10 or the Buyer undertakes any
obligation to update, correct or otherwise revise any
forward-looking statements. All subsequent written and oral
forward-looking statements are attributable to the Company, Qoo10
or the Buyer and/or any person acting on behalf of any of them.
Contacts
Investor Relations:Ralph Fong,
ContextLogic Inc.ir@contextlogicinc.com
Media:Carys Comerford-Green,
Wishpress@wish.com
Nick Lamplough / Dan Moore / Jack KelleherCollected
Strategies WISH-CS@collectedstrategies.com
ContextLogic (NASDAQ:WISH)
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