ContextLogic Files Definitive Proxy Statement Regarding Proposed Transaction With Qoo10; Board Unanimously Recommends Stockholders Vote "For" Pending Transaction With Qoo10 And Ensure The Preservation Of $2.7B Of NOLs At Special Meeting On April 12, 2024
Board Unanimously Recommends Stockholders Vote "FOR" Pending Transaction with Qoo10 and Ensure the Preservation of $2.7 Billion of NOLs
Stockholders to Receive Proxy Materials in Coming Days to Vote and Approve Transaction
Special Meeting to be Held on April 12, 2024
SAN FRANCISCO, March 18, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (NASDAQ:WISH) ("ContextLogic" or the "Company") today announced that a special meeting of its stockholders has been called to consider and vote on its proposed transaction with Qoo10 Pte. Ltd. ("Qoo10"), among other related proposals (the "Special Meeting"). As previously announced on February 12, 2024, a Qoo10 wholly owned subsidiary (the "Buyer") will acquire substantially all of the Company's operating assets and liabilities, principally comprising its Wish ecommerce platform (the "Asset Sale"), for approximately $173 million in cash, subject to certain purchase price adjustments. Taking into account the Company's current estimates of the impact of those purchase price adjustments, the Company estimates that ContextLogic's cash on hand (including the net proceeds from the Asset Sale) would be approximately $150 million to $157 million if the Asset Sale closes on or about April 16, 2024.
The Special Meeting will be held virtually on April 12, 2024 at 10 a.m. Pacific time, and ContextLogic stockholders of record at the close of business on March 7, 2024 are entitled to vote at or in advance of the Special Meeting. The ContextLogic Board of Directors (the "Board") unanimously recommends that ContextLogic stockholders vote "FOR" all proposals to be voted on at the Special Meeting.
Following the close of the Asset Sale, ContextLogic will have limited operating expenses and a balance sheet that will be debt-free and will include net cash proceeds from the Asset Sale, approximately $2.7 billion of Net Operating Losses ("NOLs") carryforwards and certain retained assets. The Board intends to use the proceeds from the transaction to help utilize its NOLs. The Board also intends to explore the opportunity for a financial sponsor to help ContextLogic realize the value of its tax assets.
The Board is unanimous in its view that the proposed sale of the Company's operating assets and liabilities, while preserving the significant NOLs and certain other tax attributes, represents the best path forward to maximize value for ContextLogic stockholders. The Company's post-closing Board will conduct a careful and extensive review of available opportunities for the Company's NOLs and certain other tax attributes, and there is no set timeframe for completing the exploration of alternatives. The expectation is that, after that review has run its course, the Board will authorize the Company to distribute its cash to stockholders if the Board eventually determines that it will be unable to utilize the NOLs and certain other tax attributes.
The Company expects to complete the transaction in the second quarter of 2024, subject to the approval of ContextLogic's stockholders and other customary closing conditions. To facilitate the solicitation of proxies in connection with the Special Meeting, the Company has filed definitive proxy materials with the U.S. Securities and Exchange Commission (the "SEC").
The ContextLogic Board mailed the following to stockholders: