ETFS Capital Limited, the largest combined owner of common stock, $0.01 par value and Series A Non-Voting Convertible Preferred Stock of WisdomTree (WT), with ownership of approximately 10% of the outstanding Common Stock, which together with its Series A Preferred Stock would represent approximately 18% of the Company’s outstanding Common Stock on an as-converted basis, responded to the board of directors’ of WisdomTree May 13, 2024 letter to stockholders. ETFS said, “In its attempts to avoid being held accountable by stockholders for WisdomTree’s unsuccessful attempts to transform the Company into a decentralized finance company, the Board has resorted to a familiar playbook – distract attention from the Company’s failure to unlock the value of the core ETF business, deny stockholders access to the KPIs required to judge DeFi initiatives, and demonize ETFS Capital and Graham Tuckwell. The Board’s refusal to run an independent strategic review process is the reason ETFS Capital was compelled to launch this campaign. If the Board commences a strategic review, as outlined below, then ETFS Capital intends to suspend its campaign. The Company’s upcoming 2024 Annual Meeting of Stockholders is a simple referendum on the Company’s ill-advised diversification strategy. The Board continues to deprive stockholders of any meaningful performance insights into WisdomTree Prime and other DeFi initiatives in our view, and is now refusing to unlock value through an independent strategic review process. The focus of ETFS Capital’s campaign is NOT about removing or replacing long tenured directors, Win Neuger, Anthony Bossone or the CEO, Jonathan Steinberg, as the Company would have stockholders believe. Instead, the focus of ETFS Capital’s campaign is about unlocking value for all Stockholders, which the Board, led by Messrs. Neuger, Bossone and Steinberg, refuses to take the necessary actions to do. We believe the Board has demonstrated that it will only act when stockholders compel them to and that is why this vote is so important. As ETFS Capital outlined in its May 6, 2024 letter to fellow stockholders, it believes that WisdomTree’s ETF business is worth $2.1 to $3.0 billion to common stockholders – significantly more than the Company’s market value…ETFS Capital is aligned with its fellow stockholders and its request is a simple one: The Board should form a special committee of truly independent directors with a mandate to consider strategic alternatives including, but not limited to, a sale of part or all of the business and returning capital to stockholders, and a significant repositioning of the business including the replacement of members of WisdomTree’s senior leadership team. To assist in this work, ETFS Capital further proposes that the special committee retain a recognized tier-one investment bank along with counsel, both of whom are also truly independent. ETFS Capital is urging stockholders to join it in voting AGAINST the re-election of the Chairman Win Neuger, Director Anthony Bossone, and CEO and Director Jonathan Steinberg to send a clear message to the Board – that WisdomTree should hire a reputable banker and evaluate all options to unlock value as soon as possible.”
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