23andMe Impartial Administrators Resign from Board: Learn CEO Memo

Anne Wojcicki, co-founder and CEO of 23andme Inc., during the South by Southwest (SXSW) festival in Austin, Texas, USA, on Friday, March 10, 2023.

Jordan Vonderhaar | Bloomberg |

All seven independent directors of 23andMe resigned from the company's board on Tuesday. CEO Anne Wojcicki said in a memo to employees that she was “surprised and disappointed” by the move.

Wojcicki, who co-founded 23andMe in 2006, said she remains committed to taking the company private.

The genetic testing company went public in 2021 via a special purpose acquisition company (SPAC), and its share price has been largely in free fall since then, falling more than 95% from its peak. Directors formed a special committee in late March to explore potential ways forward.

In July, Wojcicki submitted a proposal to privatize the company, but the special committee rejected it. One reason for this was that the proposal did not include a premium on the then closing price of 40 cents per share.

In a letter to Wojcicki on Tuesday, the directors said they had not yet seen a “fully funded, carefully crafted and actionable proposal that is in the best interests of unaffiliated shareholders.” The directors said they disagreed with Wojcicki on the “strategic direction of the company” and had therefore decided to resign effective immediately.

“Given that we have not seen any significant progress over the past five months, we believe no such proposal is on the horizon,” they wrote. “The Special Committee is therefore not prepared to consider any further extensions and the Board concurs with the Special Committee's decision.”

Wojcicki wrote in the employee memo, seen by CNBC, that she still sees taking 23andMe private as the “best opportunity for long-term success.” The company will begin searching for new independent board members, she added.

Far from its former valuation of $3.5 billion, 23andMe now has a market capitalization of less than $200 million. Shares closed at 34 cents on Tuesday.

Here is Wojcicki’s full memo:

Team23,

We would like to inform you that the Board of Directors of 23andMe issued a press release this afternoon stating that all independent directors have resigned from the Board, effective immediately.

I am surprised and disappointed by the directors' decision to resign.

I have been dedicated to 23andMe's mission for the past 18 years and believe strongly that genetic information has the potential to transform healthcare and the therapeutic discovery process. I remain committed to our customers, my employees and our shareholders to help us achieve our goals. I continue to believe that we are better positioned to achieve our mission and goals outside of the short-term pressures of the public markets and that taking 23andMe private offers the best opportunity for long-term success.

We will begin the search for independent directors immediately. I would like to thank the board members for their service to the company and its shareholders.

I can't give you any more information at the moment, but we will update this on Feisty on Thursday as soon as possible.

Anne

REGARD: 23andMe CEO requests company to be privatized

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