Shares of the parent company of the Wish.com e-commerce platform, ContextLogic, Inc. (NASDAQ: WISH), jumped 40% during trading on Monday, February 12, 2024, after the company announced an agreement to sell a majority of its operating assets and liabilities to Qoo10, an Asia-focused e-commerce platform. Under the terms of the agreement, Qoo10 will purchase the substantial assets for $6.50 per share or a total value of $173 million in cash.

ContextLogic Aims to Take Advantage of Tax Assets Post-Sale

Post-transaction, ContextLogic is expected to retain a lean operational structure, free from debt, with net cash proceeds from the sale, around $2.7 billion in Net Operating Loss (NOL) carryforwards, and some retained assets. The company’s board plans to leverage the transaction proceeds to capitalize on its NOLs, with a potential search for a financial sponsor to aid in realizing the value of these tax assets. Should suitable opportunities to effectively monetize the NOLs not present themselves, the company intends to return the capital to its shareholders promptly.

To safeguard its ability to utilize the substantial NOLs in the future, ContextLogic’s board also unanimously adopted a tax benefits preservation plan. This plan involves issuing one preferred share purchase right for each outstanding share of the company’s Class A common stock to stockholders of record by February 22, 2024. These rights, which initially will not be exercisable and will trade with Class A common stock, become exercisable under specific conditions, such as if a person or group acquires beneficial ownership of 4.9% or more of the outstanding shares of Class A common stock without board approval. This mechanism is designed to deter unwelcome takeovers and protect the NOLs’ value for the company. ContextLogic plans to present this preservation plan to its stockholders at the 2024 annual meeting, aiming for ratification and further protection of its financial assets and strategic interests.

Qoo10 Plans Integration of Wish Into Existing E-commerce Platform to Grow Product Offerings and Improve Customer Experience

This decision came after a comprehensive review by the board of various strategic alternatives, with external financial and legal advisors, aiming to maximize shareholder value while preserving the considerable NOLs. The board believes this transaction will minimize ContextLogic’s cash burn and monetize its operating assets at an optimal value, preserving significant shareholder value. Furthermore, the integration of the Wish platform with Qoo10 is anticipated to enhance the customer experience and offer more extensive product selections and merchant diversity, alongside improved logistical capabilities for merchants.

Qoo10’s acquisition of Wish is expected to foster a robust global e-commerce platform, leveraging Wish’s technology and Qoo10’s operational expertise to benefit merchants and consumers worldwide. The transaction is slated for completion in the second quarter of 2024, pending approval from ContextLogic’s shareholders among other customary closing conditions, and is not contingent on financing.

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