WisdomTree Adopts Limited Duration Stockholder Rights Plan
WisdomTree (NYSE: WT) has announced a limited duration stockholder rights plan to protect shareholders from potential takeover attempts without a control premium. The plan, similar to last year's, aims to ensure fair treatment for all stockholders and allows them to realize their investment's long-term value. It will automatically expire after the 2023 Annual Meeting unless approved by stockholders. Key features include a 10% acquisition threshold for triggering rights, a qualifying offer clause, and protections against limiting future boards' decisions. The plan includes a dividend distribution of preferred share purchase rights.
- Implementation of a rights plan to protect stockholders from hostile takeovers.
- Rights plan promotes fair treatment and long-term value realization for investors.
- Options for stockholders to exempt qualifying offers from the rights plan.
- None.
Stockholders to Vote on Rights Plan at 2023 Annual Meeting
The rights plan 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.
The rights plan is substantially similar to the rights plan that the Company adopted last year, and provides several recognized stockholder protections, including the following:
-
The rights plan will automatically expire on the day after the Company’s 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”), unless approved by stockholders at the 2023 Annual Meeting, in which case it will expire in one year, on
March 16, 2024 ; -
The rights will be exercisable only if any person (or any persons acting as a group) acquires
10% (or20% 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.
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
A person or group who beneficially owned
The rights plan will expire on the day after the 2023 Annual Meeting, unless approved by stockholders at the 2023 Annual Meeting, in which case it will expire in one year, on
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
Advisors
About WisdomTree
WisdomTree is a global financial innovator, offering a well-diversified suite of exchange-traded products (ETPs), models and solutions. We empower investors 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 next-generation digital products and structures, including digital funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime™.
WisdomTree currently has approximately
WisdomTree® is the marketing name for
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
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
Certain Information Regarding Participants in the Solicitation
WisdomTree, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from WisdomTree stockholders by WisdomTree in connection with matters to be considered at WisdomTree’s 2023 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of WisdomTree’s directors and executive officers, in WisdomTree is included in WisdomTree’s definitive proxy statement on Schedule 14A for its 2022 annual meeting of stockholders, filed with the
Category: Business Update
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Investor Relations
+1.646.522.2602
jeremy.campbell@wisdomtree.com
or
+1.212.750.5833
swinter@innisfreema.com / jsalzberger@innisfreema.com
Media Relations
+1.917.267.3735
jzaloom@wisdomtree.com
or
H/Advisors Abernathy
+1 202.774.5600 / +1.212.371.5999
jeremy.jacobs@h-advisors.global / dana.gorman@h-advisors.global
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FAQ
What is the purpose of WisdomTree's newly adopted rights plan?
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