Groupon Appoints Dusan Senkypl to The Board of Directors
June 13 2022 - 4:05PM
Business Wire
Announces Cooperation Agreement with Pale Fire
Capital
Jan Barta Appointed as Board Observer and to
Join Board of Directors by November 30, 2022
Groupon (NASDAQ: GRPN) today announced that it has entered into
a cooperation agreement with Pale Fire Capital SE, Dusan Senkypl
and Jan Barta (collectively, “Pale Fire”), together Groupon’s
largest stockholder with ownership of nearly 22% of the outstanding
shares. Pursuant to the cooperation agreement, Groupon’s Board of
Directors (the “Board”) has appointed Mr. Senkypl, Chairman of the
Board of Directors of Pale Fire, to serve as a new director and a
member of the Executive Committee, and Mr. Barta, Chairman of the
Supervisory Board of Directors of Pale Fire, to serve as a Board
observer, effective immediately after the 2022 Annual Meeting of
Stockholders on June 15, 2022 (the “2022 Annual Meeting”). Mr.
Barta will also be appointed as a director no later than November
30, 2022.
Following the 2022 Annual Meeting, Groupon’s Board will be
comprised of nine directors, eight of whom will be independent.
This includes the addition of Mr. Senkypl.
“We are pleased to be welcoming Dusan to the Groupon Board,”
said Ted Leonsis, Chairman of the Board of Directors. “We believe
Dusan’s experience building and investing in marketplace and other
technology companies should complement the strong business and
leadership expertise already represented on our Board. We look
forward to his insights as we work toward achieving our shared goal
to create value for stockholders.”
“This is an important time at Groupon, and we look forward to
leveraging the Pale Fire team’s significant experience and
perspective,” said Kedar Deshpande, Groupon CEO. “As we continue to
execute our strategy to improve our marketplace, we believe we are
well-positioned to unlock the power of our significant assets and
build a sustainable growth engine that will create value for all of
our stakeholders.”
Mr. Senkypl added, “We are thrilled with the opportunity to help
unlock the value we see in Groupon. With unique local inventory,
nearly 100 million visitor sessions per month and more than 20
million active customers, Groupon has enormous potential to deliver
value for stakeholders. We believe the Pale Fire team’s experience
with marketplaces and transformation projects, together with
Kedar's skills, will help transform the organization and platform
into a numbers-driven, effective structure and enable it to expand
to more premium areas, which we are confident will result in a more
attractive proposition for both consumers and merchants.”
Pursuant to the cooperation agreement, Pale Fire has also agreed
to customary standstill, voting and other provisions. The full
cooperation agreement between Groupon and Pale Fire will be filed
on a Form 8-K with the Securities and Exchange Commission (the
“SEC”).
Groupon will file with the SEC a supplement to its definitive
proxy statement, filed April 27, 2022, in connection with the
changes described in this release.
About Groupon
Groupon (NASDAQ: GRPN) is a trusted local marketplace where
consumers go to buy services and experiences that make life more
interesting and deliver boundless value.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and
expectations for the next quarter, the full year or the future are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding our future results of operations and financial position,
business strategy and plans and our objectives for future
operations. The words "may," "will," "should," "could," "expect,"
"anticipate," "believe," "estimate," "intend," "continue" and other
similar expressions are intended to identify forward-looking
statements. We have based these forward-looking statements largely
on current expectations and projections about future events and
financial trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and
long-term business operations and objectives, and financial needs.
These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those
expressed or implied in our forward-looking statements. Such risks
and uncertainties include, but are not limited to, effects of the
ongoing COVID-19 pandemic or other pandemics or disease outbreaks
on our business; our ability to execute, and achieve the expected
benefits of, our go-forward strategy; execution of our business and
marketing strategies; volatility in our operating results;
challenges arising from our international operations, including
fluctuations in currency exchange rates, legal and regulatory
developments in the jurisdictions in which we operate and
geopolitical instability resulting from the conflict in Ukraine;
global economic uncertainty, including as a result of the
inflationary environment; retaining and adding high quality
merchants and third-party business partners; retaining existing
customers and adding new customers; competing successfully in our
industry; providing a strong mobile experience for our customers;
managing refund risks; retaining and attracting members of our
executive team and other qualified personnel; customer and merchant
fraud; payment-related risks; our reliance on email, internet
search engines and mobile application marketplaces to drive traffic
to our marketplace; cybersecurity breaches; maintaining and
improving our information technology infrastructure; reliance on
cloud-based computing platforms; completing and realizing the
anticipated benefits from acquisitions, dispositions, joint
ventures and strategic investments; lack of control over minority
investments; managing inventory and order fulfillment risks; claims
related to product and service offerings; protecting our
intellectual property; maintaining a strong brand; the impact of
future and pending litigation; compliance with domestic and foreign
laws and regulations, including the CARD Act, GDPR and regulation
of the Internet and e-commerce; classification of our independent
contractors or employees; risks relating to information or content
published or made available on our websites or service offerings we
make available; exposure to greater than anticipated tax
liabilities; adoption of tax legislation; impacts if we become
subject to the Bank Secrecy Act or other anti-money laundering or
money transmission laws or regulations; our ability to raise
capital if necessary; risks related to our access to capital and
outstanding indebtedness, including our convertible senior notes;
our common stock, including volatility in our stock price; our
ability to realize the anticipated benefits from the capped call
transactions relating to our convertible senior notes; and those
risks and other factors discussed in Part I, Item 1A. Risk Factors
of our Annual Report on Form 10-K for the year ended December 31,
2021 and Part II, Item 1A. Risk Factors of our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022, and our other
filings with the SEC, copies of which may be obtained by visiting
the company's Investor Relations web site at investor.groupon.com
or the SEC's web site at www.sec.gov. Groupon's actual results
could differ materially from those predicted or implied and
reported results should not be considered an indication of future
performance.
You should not rely upon forward-looking statements as
predictions of future events. Although Groupon believes that the
expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee that the future results, levels of
activity, performance or events and circumstances reflected in the
forward-looking statements will be achieved or occur. Moreover,
neither Groupon nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. The
forward-looking statements reflect our expectations as of June 13,
2022. We undertake no obligation to update publicly any
forward-looking statements for any reason after the date of this
release to conform these statements to actual results or to changes
in our expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220613005757/en/
Investor Relations Contact: Jennifer Beugelmans or Jordan
Kever ir@groupon.com
Media Contact: Nick Halliwell press@groupon.com
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From Apr 2023 to Apr 2024