ContextLogic (d/b/a Wish) announced that its Board of Directors unanimously approved an agreement to sell substantially all of its operating assets and liabilities, principally comprising its Wish e-commerce platform to Qoo10 ( an ecommerce platform operating localized online marketplaces in Asia) for approximately $173 million in cash, subject to certain purchase price adjustments. The purchase price represents about $6.50 per share and an approximately 44% premium to ContextLogic’s closing stock price on February 9, 2024, the last trading day prior to announcing the transaction.
Following the closing of the deal, ContextLogic will have limited operating expenses and a balance sheet that will be debt-free, with net cash proceeds from the asset sale, approximately $2.7 billion of Net Operating Loss (NOL) carryforwards and certain retained assets. The Board plans to use the proceeds from the transaction to help monetize its NOLs. The Board also plans to explore the opportunity for a financial sponsor to help ContextLogic realize the value of its tax assets. If the ContextLogic Board does not identify opportunities that will enable it to effectively monetize the value of its NOLs to the benefit of shareholders, then it intends to promptly return all capital to shareholders.
Following the deal’s closing, the Wish brand and platform will become a part of the Qoo10 family of businesses. And Wish merchants are expected to benefit from an integrated platform that will unlock new cross-border e-commerce opportunities, while Wish users are expected to benefit from an ever-greater selection of goods at competitive prices.
The company plans to complete the transaction in the second quarter of 2024, subject to the approval of ContextLogic’s shareholders and other customary closing conditions. And the transaction is not subject to any financing contingency. As part of the agreement, ContextLogic will start trading under a new ticker symbol within 30 days of the closing of the transaction.
J.P. Morgan Securities LLC is acting as financial advisor to the company and Sidley Austin LLP is acting as legal counsel. And Jefferies LLC is acting as financial advisor to Qoo10 and Shearman & Sterling LLP is acting as legal counsel.
KEY QUOTES:
“The Board conducted a thorough review of strategic alternatives with the assistance of outside financial and legal advisors. We evaluated a variety of potential outcomes and determined that the proposed sale of our operating assets and liabilities, while preserving significant NOLs, represents the best path forward to maximize value for shareholders. We also believe there is a significant upside potential to obtaining a long-term aligned capital partner that would support future value creation.”
“The Board believes the transaction will effectively reduce the cash burn in ContextLogic to near zero, monetize its operating assets at the highest value possible and preserve significant value for shareholders. At the same time, we believe this is a compelling opportunity for shareholders to directly benefit from the approximately $2.7 billion value of our NOLs as profitable operations are targeted by the continuing business.”
– Tanzeen Syed, Chairman of the Board
“Integrating the Wish platform into Qoo10 will create a true global cross-border ecommerce platform to support the massive market demand. Upon close, we expect the new Wish platform will have an improved customer experience through increased product assortment and merchant selection. And for our merchants, we will be able to offer fully integrated logistical capabilities to deliver unmatched cost-efficient services with high quality control and transparency. I would like to thank all of our employees for their exceptional work on behalf of Wish.”
– Joe Yan, ContextLogic CEO
“Wish has innovative technology that provides highly-entertaining, personalized shopping experiences for its users while serving as one of the largest global e-commerce platforms. By combining our operating expertise and Wish’s technology and data science capabilities, we expect to drive greater success for merchants while providing an even greater marketplace for consumers globally. With the acquisition of Wish, Qoo10 and Wish will offer a comprehensive platform for merchants, sellers, buyers, and customers globally to realize the potential of a truly global marketplace. With the strong commitment from Wish’s employees and staff combined with the Qoo10 family group of companies, we are well positioned to realize our long-stated goal of being a leading cross-border, e-commerce marketplace.”
– Qoo10 CEO and Founder Young Bae Ku
