MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”), a
leading multi-brand digital subscription services platform that
provides premium financial research, software, education, and tools
for self-directed investors, today issued the following statement
in response to F. Porter Stansberry’s letter to the MarketWise
Board of Directors (the “Board”), dated August 11, 2023 (the
“August Letter”):
The Board takes seriously our obligation to
serve and protect the interests of MarketWise and all of its
shareholders. As part of this responsibility, the Board engages
with the Company’s shareholders and welcomes constructive feedback
focused on maximizing shareholder value.
Our previous attempts to engage with Mr.
Stansberry have been met with his disparaging statements about the
Board, the Company, and management. The Board has made decisions
with the best interests of all shareholders in mind. We are both
concerned and dismayed that Mr. Stansberry continues to
knowingly assert fabricated allegations.
We understand that some shareholders are
frustrated. But we are beginning to see the benefits of the
Company’s responsive actions with the recent stabilization in
results. Investments in our core business are resulting in better
content that is resonating with our subscribers. Further, cost
efficiency measures have gained traction: We generated 18% more
cash flow from operations so far in 2023, compared to the same
period in 2022. Amber Mason and the executive leadership team
continue to execute on operating priorities and strategies aimed at
improving Company performance.
We continue to be focused on disciplined and
opportunistic capital allocation. We are confident in the
capability of the business to generate continued cash flow, so
early in 2023, the Board initiated a quarterly dividend program. We
have a history of investing in our core business, accretive
M&A, and rewarding our owners with distributions.
CORRECTING MR. STANSBERRY’S FALSE AND
SELF-INTERESTED STATEMENTS
While our priority is to focus on our business,
we feel obligated to respond to Mr. Stansberry’s baseless
allegations. He has made countless false assertions about the
Company, which creates uncertainty among the Company’s
shareholders, employees, customers, and other stakeholders.
We have had numerous private conversations with
Mr. Stansberry to address his concerns and allegations, many of
which he previously apologized for and retracted. Nonetheless, he
continues to take harmful actions and publicly spread intentional
misrepresentations and disparaging remarks about the Board, the
Company, and management.
For example:
- In April 2023,
Mr. Stansberry entered into a settlement agreement with the
Company, agreeing not to make any further disruptive allegations
against the Company. The August Letter, however, is a direct breach
of the non-disparagement provision in the settlement agreement,
which the Company entered into in good faith.
- In his August Letter, Mr.
Stansberry characterized our going public transaction as an
“ill-begotten IPO.” In fact, he personally approved the Company’s
business combination with Ascendant Digital Acquisition
Corp. after having the opportunity to review the transactional
documents and after participating in various informative meetings
about the transactional documents and the business
combination.
- Mr. Stansberry
also objected to the warrant tender offer. That transaction allowed
the Company to clean up our capital structure by exchanging our
outstanding warrants for common stock. It was significantly less
dilutive for the Company to exchange shares for warrants at
then-current market prices versus having them exercised at their
strike price in the future. The warrant tender also increased our
public float and provided additional security and flexibility as
stock market prices continued to decline. We believe that resolving
our capital structure will make accessing the public markets in the
future through any potential capital offering, primary or
secondary, cheaper and easier to execute. After reviewing a
comprehensive analysis prepared by outside financial consultants,
the disinterested Board members agreed that a warrant tender was in
the best interest of the Company and its shareholders.
- Mr. Stansberry
recently sold 250,000 shares – including over 200,000 shares
immediately after the Company announced its second quarter 2023
earnings – into a market where there is low volume, ultimately
harming the Company’s share price. Mr. Stansberry has now indicated
his plan to dispose of 500,000 more shares. In contrast, Amber
Mason and many members of our Board and management have been buying
shares in MarketWise, demonstrating their optimism regarding the
future prospects of the Company.
It is unfortunate that Mr.
Stansberry continues to issue statements and engage in actions
that purposely damage MarketWise. His attacks on the Company, the
Board, and management serve only to promote his interests and not
those of the MarketWise shareholders. The Board will continue to
defend the Company against Mr. Stansberry’s tactics and act in the
best interest of MarketWise and all of our shareholders.
We are confident that Amber Mason and her
executive team are executing on a strong operating strategy and
building a more successful future for MarketWise. While there is
still significant work to do, our objective is to empower Ms. Mason
to move forward, without distraction, to ensure that the Company
succeeds and delivers the highest value for all of its
shareholders.
Sincerely,
Mark Gerhard Chairman of the MarketWise Board of
Directors
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws,
including statements regarding the Company’s ability to access the
capital markets in the future. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including those described in the
“Risk Factors” section of our filings with the U.S. Securities and
Exchange Commission (the “SEC”), including our Annual Report on
Form 10-K for the year ended December 31, 2022.
About MarketWise
Founded with a mission to level the playing
field for self-directed investors, today MarketWise is a leading
multi-brand subscription services platform providing premium
financial research, software, education, and tools for
investors.
With more than 20 years of operating history,
MarketWise serves a community of millions of Free and Paid
Subscribers. MarketWise’s products are a trusted source for
high-value financial research, education, actionable investment
ideas, and investment software. MarketWise is a 100% digital,
direct-to-customer company and has a proven, agile, and scalable
platform. Our vision is to become the leading financial solutions
platform for self-directed investors.
MarketWise Investor Relations
Contact
Jonathan Shanfield - MarketWise Investor
RelationsJamie Lillis - Solebury Strategic Communications
(800) 290-4113Email: ir@marketwise.com
MarketWise Media Contact
Email: media@marketwise.com
MarketWise (NASDAQ:MKTW)
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