ContextLogic Announces Stockholder Approval of Transaction with Qoo10

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ContextLogic Inc. (WISH) announced the approval of the Asset Sale transaction with Qoo10 Pte. by its stockholders at a Special Meeting. The transaction is expected to close on April 19, 2024, with Rishi Bajaj becoming the new CEO. The approval required the majority vote of outstanding shares, with 51.5% in favor. Qoo10 will acquire ContextLogic's Wish ecommerce platform for $173 million in cash.

Mergers & Acquisitions Financial Analyst

ContextLogic's decision to sell its operating assets, including the Wish ecommerce platform to Qoo10 for $173 million, is a significant reshaping of the company's structure. The sale price, juxtaposed with the post-transaction cash position of $161 million, indicates a strategic disposal rather than a distress sale, considering the cash position does not dramatically decrease post-transaction.

ContextLogic's intent to leverage the proceeds to maximize the value of the Company’s Net Operating Losses (NOLs) suggests a tax efficiency strategy that could potentially enhance shareholder value over the medium to long term. However, the narrow margin of shareholder approval reflects some investor skepticism. The future success hinges on the management’s strategic prowess post-transaction, particularly Rishi Bajaj's approach as the incoming CEO and Chairman.

Securities Law Expert

The transparency in reporting the shareholder vote outcome, with about 51.5% in favor and 97% of votes cast at the meeting supporting the transaction, is in line with SEC regulations and good corporate governance practices. It is noteworthy that the detailed disclosure provides a layer of reassurance to investors regarding the validity of the corporate actions.

Additionally, the move to trade under a new Nasdaq ticker symbol within 30 days represents a rebranding effort that will require clear communication to investors to prevent market confusion. The role of Sidley Austin LLP as legal counsel ensures a rigorous adherence to legal frameworks during the transition, minimizing the risk of regulatory missteps that could affect investor confidence.

Transaction Closing Expected to Occur Later Today, April 19, 2024

SAN FRANCISCO, April 19, 2024 (GLOBE NEWSWIRE) -- 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 Wish
Wish 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 Statements
Except 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, Wish
press@wish.com

Nick Lamplough / Dan Moore / Jack Kelleher
Collected Strategies
WISH-CS@collectedstrategies.com

FAQ

What transaction did ContextLogic (WISH) announce with Qoo10 Pte. ?

ContextLogic announced the approval of the Asset Sale transaction with Qoo10 Pte.

When is the expected closing date of the transaction between ContextLogic (WISH) and Qoo10?

The transaction is expected to close on April 19, 2024.

Who will become the new Chief Executive Officer and Chairman of the Board of ContextLogic (WISH) after the Asset Sale transaction?

Rishi Bajaj will become the new Chief Executive Officer and Chairman of the Board.

How much will Qoo10 pay to acquire ContextLogic's Wish ecommerce platform in the transaction?

Qoo10 will acquire ContextLogic's Wish ecommerce platform for approximately $173 million in cash.

What percentage of ContextLogic's outstanding shares voted in favor of approving the Asset Sale transaction?

Approximately 51.5% of ContextLogic's outstanding shares voted in favor of approving the transaction.

Which financial advisor is assisting ContextLogic (WISH) in the transaction with Qoo10?

J.P. Morgan Securities is acting as the financial advisor to ContextLogic.

What will be ContextLogic's new Nasdaq ticker symbol after the consummation of the Asset Sale?

ContextLogic expects to begin trading under the new Nasdaq ticker symbol 'LOGC' within 30 days after the transaction.

How much cash will ContextLogic have on hand after the Asset Sale transaction?

ContextLogic's cash on hand, including the net proceeds from the Asset Sale, will be approximately $161 million.