Rescue WISH Announces Its Intent to Support Dissident Slate at ContextLogic Annual Meeting

Alta, Wyoming--(Newsfile Corp. - November 9, 2023) - Cannell Capital LLC supports Rescue WISH.

Rescue WISH is dedicated to maximizing shareholder value and improving corporate governance at ContextLogic and welcomes the opportunity to pursue these goals at the 2024 Annual Meeting of shareholders of WISH. It believes shareholders should be given the opportunity to vote for new directors whose interests are fully aligned with shareholders.

Rescue WISH believes that replacing the existing Board with a new Board is necessary to maximize shareholder value and improve corporate governance.  We question whether the current Board is sufficiently independent.

The incumbent Board has presided over a tremendous destruction of shareholder value.  The most recent earnings release on November 7th stated that revenues are down 52% year over year. WISH common stock is down 99% on a split-adjusted basis since its IPO.

We were shocked and dismayed to read that the incumbent Board had hired JP Morgan to explore strategic alternatives.  It appears that there could be undisclosed conflicts of interest given that JP Morgan enjoys a very lucrative business providing services to other companies in which the incumbent Board has ownership interests.  It is possible that these other companies are much larger and more important to the incumbent Board members than ContextLogic.

Furthermore, it is possible that JP Morgan aided the incumbent Board members in selling millions of dollars' worth of ContextLogic stock during what appears to be a tremendous wealth transfer campaign to the detriment of the investing public and other WISH shareholders.

Rescue WISH is not at this time accusing the incumbent Board members of a gross violation of their duty of loyalty, nor is it accusing the incumbent Board of a gross violations of their duty of care or their fiduciary duty.

Rescue WISH believes that there may be enough evidence to warrant an independent investigation of the incumbent Board.  Rescue WISH reminds each of the incumbent Board members that any actions they may have taken which are adverse to the best interests of shareholders can entail serious personal consequences.  Personal liability can result from taking actions that impair shareholder value.

It is possible that an independent investigation would reveal that incumbent Board members allowed management to give "optimistic" guidance for profitability. Such an investigation might show that incumbent Board members guided JP Morgan's analysts to issue "optimistic" forecasts for profitability.  It is possible that any optimistic guidance and optimistic forecasts issued by JP Morgan may have caused the stock to trade at a much higher level than it otherwise would have traded at.   It is possible that incumbent Board members profited from these higher trading prices by selling their own stock. The hiring of JP Morgan may suggest to neutral observers that Board Members are placing their own individual interests ahead of the interests of shareholders.

Rescue WISH points out that there is ample legal precedent at other issuers for Board members to be stripped of their D&O insurance coverage.  If D&O insurance coverage is removed from Board members, such Board members can be held personally responsible for paying back shareholder losses.  In the case of WorldCom (https://www.nytimes.com/2005/01/06/business/10-exdirectors-from-worldcom-to-pay-millions.html), incumbent directors were stripped of their D&O insurance coverage and were held personally responsible for their failings as directors.   In the case of WorldCom, it is possible that some directors were driven into personal bankruptcy because they were unable to pay their court-ordered restitution.

Rescue WISH calls on the incumbent Board members to avoid taking actions adverse to the best interests of shareholders.  Such adverse actions may include, but are not limited to, the following:

• Implementing a so-called poison pill or shareholder rights protection plan;
• Delaying the company's annual meeting;
• Issuing new equity or equity-linked securities; or
• Implementing golden parachutes that benefit incumbent Board members and / or management.

ContextLogic Inc. operates the e-commerce website wish.com and the company's common stock trades on the Nasdaq Stock Market as WISH.

CONTACT INFORMATION

Rescue WISH
David Pointer, Chairman
(509) 319-2345
https://www.rescuecontextlogic.com/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/186967