Qoo10 Pte. Ltd. entered into an Asset Purchase Agreement to acquire Substantially All Operating Assets and Liabilities of Wish from ContextLogic Inc. (NasdaqGS:WISH) for approximately $170 million on February 10, 2024. The purchase price represents approximately $6.50 per share and an approximately 44% premium to ContextLogic?s closing stock price on February 9, 2024.

Under the terms of the Purchase Agreement, the ContextLogic will retain certain specified assets, including the NOLs and certain other tax attributes, and certain specified liabilities. All other assets and liabilities will be transferred to the Buyer pursuant to the terms and subject to the conditions of the Purchase Agreement. Following the close of the transaction, the Wish brand and platform will become a part of the Qoo10 family of businesses.

As part of the agreement, ContextLogic will begin trading under a new ticker symbol within 30 days of the closing of the transaction. The ContextLogic will be required to pay the Buyer a termination fee of $5.2 million. The Purchase Agreement must also be approved by the holders of a majority of the issued and outstanding shares of the ContextLogic?s Class A common stock entitled to vote thereon.

In addition to the receipt of the approval of the ContextLogic?s stockholders, each party?s obligation to consummate the Asset Sale is conditioned upon certain other customary closing conditions, including the accuracy of each other party?s representations and warranties as of the Closing, subject, in certain instances, to certain materiality and other thresholds, the performance by each other party of its obligations and covenants under the Purchase Agreement in all material respects, the delivery of certain documentation by each other party, and the absence of any injunction or other legal prohibitions preventing consummation of the Asset Sale. Board of Directors of ContextLogic Inc. and board of directors of Qoo10 Pte. Ltd has unanimously approved the Purchase Agreement.

ContextLogic expects to complete the transaction in the second quarter of 2024. J.P. Morgan Securities LLC is acting as financial advisor to the ContextLogic and Sharon R. Flanagan and Sally Wagner Partin of Sidley Austin LLP is acting as legal counsel. Jefferies LLC is acting as financial advisor to Qoo10 and Alain A. Dermarkar, Kyungwon Lee and Robert J. Cardone of Shearman & Sterling LLP is acting as legal counsel.

MacKenzie Partners, Inc. acted as information agent to MacKenzie Partners, Inc. As of April 19, 2024. The transaction is expected to close later today, April 19, 2024 and Stockholder Approval of Transaction. As of April 19, 2024, the consideration consists approximately $161 million after purchase price adjustments.