ContextLogic urges stockholders to vote for Qoo10 transaction

ContextLogic reminded stockholders to vote at the upcoming special meeting of stockholders on Friday, April 12, 2024, at 10:00 a.m. Pacific Time. The ContextLogic Board of Directors recommends that stockholders vote “FOR” the proposed Asset Sale transaction with Qoo10. Upon closing of the transaction, ContextLogic will continue as a publicly traded company with ~$2.7 billion of net operating loss carryforwards. If the Company’s stockholders approve the transaction at the Special Meeting on Friday, then the Asset Sale would be scheduled to close on April 16th. In that case, the Company estimates that its post-closing cash would range from $150-157 million. However, the estimate is based on an April 16th closing. As described in the Company’s proxy materials for the Special Meeting, the cash consideration to be paid to the Company is subject to a purchase price adjustment based on the Company’s cash balance at closing. Because of the Company’s negative cash flow described in the proxy materials for the Special Meeting, every day that stockholder approval is delayed will very likely result in lower post-closing cash. The decrease could be material. Therefore, with the Special Meeting fast approaching, it is extremely important that stockholders vote as soon as possible, no matter how many shares they own. Leading proxy advisory firms Institutional Shareholder Services, Glass Lewis and Egan-Jones have all recommended that ContextLogic stockholders vote “FOR” the proposed Asset Sale. The newly reconstituted Board and leadership will evaluate opportunities to maximize the value of the Company’s NOLs on behalf of stockholders and explore the opportunity for a financial sponsor to help realize the value of its tax assets. Maximizing the Company’s post-closing cash will best position the Company’s post-closing Board and leadership to pursue transactions that will utilize those tax assets for the benefit of ContextLogic stockholders. To ensure your shares are represented at the Special Meeting, ContextLogic stockholders are urged to vote online or by telephone by following the easy instructions on the previously provided proxy card. Electronic voting deadline is 11:59 p.m. Eastern Time on Thursday, April 11, 2024. 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.