Announces Cooperation Agreement with Pale Fire Capital
Jan Barta Appointed as Board Observer and to Join Board of Directors by November 30, 2022
Groupon 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.
“We are pleased to be welcoming Dusan to the Groupon Board”
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.
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“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.”
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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.