WisdomTree Sets the Record Straight Regarding Abandonment of Cooperation Agreement at the Eleventh Hour by ETFS Capital Limited and Lion Point Capital
Disputes gross mischaracterization of WisdomTree Board’s good faith negotiations and legitimate settlement proposal
Board offered to declassify, and commits to seek stockholder approval for declassification, at 2022 Annual Meeting of Stockholders
Offers ETFS Capital and Lion Point Capital nominee
In the first quarter, no other large publicly traded U.S. traditional asset management company had better relative AUM growth than WisdomTree
During 13 meetings over the past few months, members of the Board of Directors of WisdomTree (the “Board”) have negotiated in good faith with
THE WISDOMTREE COOPERATION AGREEMENT WOULD HAVE ENHANCED CORPORATE GOVERNANCE AND BENEFITED ALL STOCKHOLDERS
The cooperation agreement to which all parties had agreed included numerous stockholder-friendly features and demonstrated WisdomTree’s continued commitment to Board refreshment, good corporate governance and acting in the best interests of all stockholders.
The terms of the cooperation agreement included:
- Consistent with the Company’s ongoing process of Board refreshment, the size of the Board would have been increased to nine members, and a new independent director nominated by ETFS and Lion Point,
Lynn S. Blake , would have been appointed to the Board and its Nominating and Governance Committee, effective immediately. Lion Point and ETFS would also have been entitled to designate an additional independent director, subject to the approval of the Board’s Nominating and Governance Committee. - The Company would seek stockholder approval at its upcoming 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”) to declassify the Board.
- The Board would have created an Operations and Strategy Committee, which would include the two new directors as well as two current directors, to help to evaluate operational improvement opportunities and Company strategy.
- The Company would also have terminated the stockholder rights plan adopted in
March 2022 , effectiveMay 11, 2022 . - The agreement also included standstill provisions so permissive that Lion Point would have been able to increase its economic interest in WisdomTree stock from 3.1%, up to 9.9%.
Having met 16 times to discuss the cooperation agreement, the Board is fully committed to its terms. As such, the Board is offering Ms. Blake a seat on the Board, submitting a binding declassification proposal for stockholder approval at the 2022 Annual Meeting, will form an Operations and Strategy Committee upon the conclusion of the 2022 Annual Meeting which will be at least 50% composed by Board members who have joined the Board in the last three years, and will terminate the stockholder rights plan if it is not approved by stockholders.
The Board’s decision to seek stockholder approval to declassify the Board was made unanimously and unilaterally on the part of the Board. The Board believes such a step is in the best interests of stockholders and is consistent with corporate governance best practices. Despite ETFS and Lion Point’s decision to abandon the cooperation agreement, WisdomTree will still seek stockholder approval to declassify the Board at the 2022 Annual Meeting. Further details about this will be available when the Company files its preliminary proxy materials soon.
As part of its extensive process to negotiate an outcome that would benefit stockholders, WisdomTree conducted its standard due diligence process regarding the director candidates put forth by ETFS and Lion Point, including interviews with two of those candidates. The Board recognized Ms. Blake’s relevant experience and collaborative spirit, had commenced its new director onboarding process, and was prepared to welcome her to the Board as part of the cooperation agreement. Being true to its word, the Board hereby offers Ms. Blake a seat on the Board where she would immediately become a member of the Nominating and Governance Committee and would become a member of the to-be-formed Operations and Strategy Committee.
At the same time, the Board quickly determined that the second nominee of ETFS and Lion Point,
GRAHAM TUCKWELL DERAILED THE COOPERATION AGREEMENT SOLELY TO ADVANCE HIS PERSONAL AGENDA
Mr. Tuckwell has been a WisdomTree stockholder since 2018, when the company he founded, ETF Securities, sold its European asset management business to WisdomTree. At the time the Company pursued this strategic acquisition, Mr. Tuckwell agreed to be a passive stockholder of WisdomTree, and WisdomTree implemented legal protections to limit his ability to control the Company, capping his voting power at 10% and stipulating that he had no contractual right to Board representation. Since that time, he has chaffed at those restrictions, demanding numerous times to be added to the Board.
From the start, Mr. Tuckwell has been driven by his outsized ego and personal animosity towards WisdomTree’s Founder and CEO,
Mr. Salerno added, “I can personally attest that Mr. Tuckwell’s characterizations of the last-minute conversations he had with me and Mr. Steinberg are purposefully inaccurate. His sole focus was to push for our CEO and Founder to step down, even though his counterpart at Lion Point had never even met him. We were – and are – fully committed to every aspect of the cooperation agreement that had been hammered out through exhaustive negotiations extensively negotiated by his own associates, including the creation of an Operations and Strategy Committee with a remit to evaluate and, if appropriate, recommend changes in the Company’s strategy. If anyone was operating in bad faith, it was Mr. Tuckwell, who appears to have allowed these negotiations to proceed with no real intention of accepting any outcome other than the ouster of our CEO, a result he could never achieve through a vote at the 2022 Annual Meeting. He has once more demonstrated his lack of fitness to serve as a director of this or any other public company.”
WISDOMTREE BOARD STANDS BEHIND CEO
& INNOVATIVE STRATEGY
The Board remains confident in WisdomTree’s current strategy and in its execution under the leadership of Mr. Steinberg and his management team. The statements about WisdomTree’s business in the open letter are disingenuous – Mr. Amoruso explicitly expressed confidence in WisdomTree’s strategy and business direction throughout the negotiation process. The facts are clear.
As reflected in WisdomTree’s recent financial results published on
WISDOMTREE BOARD REMAINS OPEN TO A SETTLEMENT AGREEMENT
The Board continues to believe that reaching a consensual resolution and avoiding the cost and distraction of a proxy contest at the 2022 Annual Meeting is in the best interests of the Company and its stockholders. As such, the Board remains willing and ready to execute the cooperation agreement on the terms that were heavily negotiated and agreed to by the parties over the last several weeks.
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
About WisdomTree
WisdomTree Investments, Inc., through its subsidiaries in the U.S. and
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. 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 those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on
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
Contact Information
Investor Relations
WisdomTree Investments, Inc.
+1.646.522.2602
jeremy.campbell@wisdomtree.com
or
Innisfree M&A Incorporated
+1.212.750.5833
swinter@innisfreema.com / jsalzberger@innisfreema.com
or
Media Relations
WisdomTree Investments, Inc.
+1.917.267.3735
jzaloom@wisdomtree.com
or
+1.212.371.5999
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Source: WisdomTree Investments, Inc.