WisdomTree responds to 'false, misleading' assertions made by ETFS, Lion Point

WisdomTree Investments responded to the numerous assertions made by dissident WisdomTree stockholders ETFS Capital Limitedand Lion Point Capital in their May 4th press release and open letter. The company said, "During 13 meetings over the past few months, members of the Board of Directors of WisdomTree 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...The cooperation agreement to which all parties had agreed included numerous stockholder-friendly features and demonstrated WisdomTree's continued commitment to Board refreshment, good corporate governance and acting in the best interests of all stockholders. The terms of the cooperation agreement included: Consistent with the Company's ongoing process of Board refreshment, the size of the Board would have been increased to nine members, and a new independent director nominated by ETFS and Lion Point, Lynn S. Blake, would have been appointed to the Board and its Nominating and Governance Committee, effective immediately. Lion Point and ETFS would also have been entitled to designate an additional independent director, subject to the approval of the Board's Nominating and Governance Committee. The Company would seek stockholder approval at its upcoming 2022 Annual Meeting of Stockholders to declassify the Board. The Board would have created an Operations and Strategy Committee, which would include the two new directors as well as two current directors, to help to evaluate operational improvement opportunities and Company strategy. The Company would also have terminated the stockholder rights plan adopted in March 2022, effective May 11, 2022. The agreement also included standstill provisions so permissive that Lion Point would have been able to increase its economic interest in WisdomTree stock from 3.1%, up to 9.9%...The Board continues to believe that reaching a consensual resolution and avoiding the cost and distraction of a proxy contest at the 2022 Annual Meeting is in the best interests of the Company and its stockholders. As such, the Board remains willing and ready to execute the cooperation agreement on the terms that were heavily negotiated and agreed to by the parties over the last several weeks."