Stockholders to Vote on Extension of Rights
Plan at 2024 Annual Meeting
WisdomTree, Inc. (NYSE: WT) (“WisdomTree” or the “Company”), a
global financial innovator, today announced that its Board of
Directors (the “Board”) unanimously voted to extend its existing
limited duration stockholder rights plan, as amended (the “rights
plan”).
The rights plan was overwhelmingly approved by the Company’s
stockholders at its 2023 Annual Meeting, and the extension of the
rights plan reflects the Board’s continued commitment to safeguard
the interests of all stockholders in the face of activism concerns,
as described in the Board’s response to the most recent demands of
WisdomTree stockholder ETFS Capital Limited, and potential
opportunistic attempts by a single stockholder or group of
stockholders to obtain control of the Company without paying a
control premium. The rights plan is designed to ensure that
stockholders receive fair and equal treatment in any proposed
takeover of the Company and to enable them to realize the long-term
value of their investment in WisdomTree.
The rights plan provides several recognized stockholder
protections, including the following:
- The rights plan, as amended, will automatically expire on the
day after the Company’s 2024 Annual Meeting of Stockholders (“2024
Annual Meeting”), unless approved by stockholders at the 2024
Annual Meeting, in which case it will expire in one year, on March
17, 2025;
- The rights will be exercisable only if any person (or any
persons acting as a group) acquires 10% (or 20% in the case of a
passive stockholder, i.e., a stockholder that is entitled to file,
and files, or has filed with the SEC, a statement on Schedule 13G)
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.
Additional Information on Stockholder Rights Plan
Initially, the rights are not exercisable and 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 on March 17, 2023
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, as amended, will expire on the day after the
2024 Annual Meeting, unless approved by stockholders at the 2024
Annual Meeting, in which case it will expire in one year, on March
17, 2025. The date of the 2024 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 are contained in Current Reports on Form 8-K and in
a Registration Statement on Form 8-A and amendments thereto that
WisdomTree has filed or will file with the U.S. Securities and
Exchange Commission (the “SEC”).
Advisors
BofA Securities is serving as financial advisor, and Paul
Hastings LLP is serving as legal counsel to WisdomTree. Innisfree
M&A is serving as proxy solicitor and H/Advisors Abernathy is
serving as strategic communications advisor.
About WisdomTree
WisdomTree is a global financial innovator, offering a
well-diversified suite of exchange-traded products (ETPs), models,
solutions and products leveraging blockchain-enabled technology. We
empower investors and consumers to shape their future and support
financial professionals to better serve their clients and grow
their businesses. WisdomTree is leveraging the latest financial
infrastructure to create products that provide access, transparency
and an enhanced user experience. Building on our heritage of
innovation, we are also developing and have launched
next-generation digital products, services and structures,
including digital or blockchain-enabled mutual funds and tokenized
assets, as well as our blockchain-native digital wallet, WisdomTree
Prime™.*
*The WisdomTree Prime digital wallet and digital asset services
are made available through WisdomTree Digital Movement, Inc. (NMLS
ID: 2372500) in select U.S. jurisdictions and may be limited where
prohibited by law. Visit https://www.wisdomtreeprime.com or the
WisdomTree Prime mobile app for more information.
WisdomTree currently has approximately $105.7 billion in assets
under management globally.
For more information about WisdomTree and WisdomTree Prime™,
visit: https://www.wisdomtree.com.
Please visit us on X, formerly known as Twitter, at
@WisdomTreeNews.
WisdomTree® is the marketing name for WisdomTree, 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 (the “Exchange Act”), including statements regarding the
anticipated benefits and expected consequences of the rights plan,
as amended, 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 its filings with the
SEC, including those factors discussed under the caption “Risk
Factors” in its most recent annual report on Form 10-K, filed with
the SEC on February 23, 2024, 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.
Category: Business Update
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version on businesswire.com: https://www.businesswire.com/news/home/20240318731305/en/
Investor Relations
WisdomTree, Inc. Jeremy Campbell +1.646.522.2602
Jeremy.Campbell@wisdomtree.com or Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger +1.212.750.5833
swinter@innisfreema.com / jsalzberger@innisfreema.com
Media Relations
WisdomTree, Inc. Jessica Zaloom +1.917.267.3735
jzaloom@wisdomtree.com / wisdomtree@fullyvested.com or H/Advisors
Abernathy Tom Johnson / Dana Gorman +1.212.371.5999
tom.johnson@h-advisors.global / dana.gorman@h-advisors.global
WisdomTree (NYSE:WT)
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WisdomTree (NYSE:WT)
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から 6 2023 まで 6 2024