On May 5, 2022, WisdomTree Investments, Inc. issued a press release, a copy of which is
set forth below.
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
Boards 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 Lynn S. Blake a seat on the Board and commits to forming an Operations and Strategy Committee of the Board
In the first
quarter, no other large publicly traded U.S. traditional asset management company had better relative AUM growth than WisdomTree
NEW YORK, NY
May 5, 2022 WisdomTree Investments, Inc. (WisdomTree or the Company) (NASDAQ: WETF), an exchange-traded fund (ETF) and exchange-traded product (ETP) sponsor and asset manager, today
responded to the numerous false and misleading assertions made by dissident WisdomTree stockholders ETFS Capital Limited (ETFS) and Lion Point Capital (Lion Point) in their May
4th press release and open letter.
During 13 meetings over the past few months, members of the Board
of Directors of WisdomTree (the Board) have negotiated in good faith with Cristiano Amoruso, a Principal of Lion Point, with the goal of reaching a mutually agreeable cooperation agreement that would avert a costly, distracting
and unnecessary proxy contest. During this period, the Board met 16 times to discuss potential settlement options and act in the best interests of all WisdomTree stockholders. Following weeks of negotiations, the parties reached a final definitive
cooperation agreement, which all parties were planning to announce publicly yesterday on Wednesday, May 4th, when ETFS and Lion Point abruptly abandoned the agreement and instead issued an open
letter grossly mischaracterizing both the nature of the agreement and the negotiations with WisdomTree.
Frank Salerno, WisdomTree Chair of the Board,
said, A cooperation agreement with ETFS and Lion Point would have been a win for all stockholders. We were shocked that, mere hours before its planned announcement, ETFS and Lion Point abruptly and irresponsibly discarded the cooperation
agreement and announced their intention to engage in a proxy fight. Our negotiations with Lion Point, in which I was personally involved every step of the way, were so constructive and positive that I had, just days before, received a dinner
invitation from Mr. Amoruso, who himself expressed confidence in WisdomTrees business direction and strategies. Unless Lion Point was always negotiating in bad faith, we can only conclude that Graham Tuckwell, the Chairman and CEO of
ETFS, deliberately derailed this agreement, placing his own personal agenda above the best interests of other stockholders, including his fellow activist.
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 WisdomTrees continued
commitment to Board refreshment, good corporate governance and acting in the best interests of all stockholders.
The terms of the cooperation agreement
included: