WisdomTree (WETF) Adopts Poison Pill Following 'Rapid Accumulation' of Stock

WisdomTree Investments, Inc. (NASDAQ: WETF) announced that its Board of Directors adopted a limited duration stockholder rights plan.

The Board adopted the rights plan in response to the recent rapid accumulations of significant portions of WisdomTree outstanding common stock. It 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. It also provides several important stockholder-friendly features, including the following:

• The rights plan will automatically expire on the day after the Company’s 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”), unless approved by stockholders at the 2022 Annual Meeting, in which case it will expire in one year, on March 13, 2023;
• The rights will be exercisable only if any person (or any persons acting as a group) acquires 10% (or 20% 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.

Frank Salerno, WisdomTree Chair of the Board, stated: “WisdomTree’s Board is committed to enhancing value for all stockholders and will continue to take actions that we believe will enable us to achieve this objective. Consistent with the Board’s duty to serve as a prudent fiduciary for stockholders, this stockholder rights plan is intended to not only facilitate the ability of our stockholders to realize the long-term value of their investment in WisdomTree, but also to guard against coercive tactics to gain control of the Company.”

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