Anson Funds Comments on Recent Events at Twilio

Business Wire 4-Apr-2024 9:00 AM

Clarifies that Continued Engagement with Twilio Board This Week Led to Critical Governance Changes, Including Departure of Longtime Director Byron Deeter

Intends to Continue to Hold Twilio Board Publicly Accountable Going Forward to Protect the Best Interests of All Stockholders

Anson Funds Management LP and Anson Advisors Inc., the co-investment advisers of certain investment funds (collectively, "Anson Funds"), and significant stockholders of Twilio Inc. (NYSE:TWLO) ("Twilio" or the "Company"), today commented on recent actions taken by Twilio's Board of Directors (the "Board").

Sagar Gupta, Portfolio Manager and Head of Active Engagement at Anson Funds, stated:

"Following discussions between Anson Funds and the Company's representatives that were ongoing through yesterday evening, Twilio's Board issued a press release last night announcing the departure of long-tenured director Byron Deeter and a proposal to declassify the Board. These changes were based on Anson Funds' recommendations and came only after our insistence to the Board that further actions were needed to position the Company and its stockholders for success following the announcement of an agreement with a new stockholder on April 1, 2024. While this agreement represented incremental positive change, in our view it was not enough to prevent the continued entrenchment of the Board and ensure an end to Twilio's persistent underperformance.

During Anson Funds' engagement with Twilio, the Company repeatedly rejected our proposals for governance improvements, the departure of directors with significant conflicts of interest and little relevance, and stockholder representation on the Board. Only under intense pressure from Anson Funds have Twilio's directors taken steps to address these issues, highlighting the exceptional level of dysfunction within Twilio's boardroom.

While we are pleased that our engagement has led to significant change – including the long overdue departure of Founder and Former CEO Jeff Lawson in January – proper alignment and oversight continue to be desperately needed to maximize long-term value. On behalf of all Twilio stockholders, we plan to hold the entire Board accountable in the public realm going forward. This scrutiny will be focused on all matters regarding strategy, operations, corporate governance, and capital allocation, including preventing further related-party transactions involving Bessemer Venture Partners, which in the past have been to the detriment of Twilio stockholders. This issue remains relevant despite Mr. Deeter's departure given the continued directorship of another Bessemer partner, Board Chair Jeff Epstein."

About Anson Funds

Anson Funds is a privately held alternative asset manager with US$1.8 billion in assets. Led by Chief Investment Officer Moez Kassam, the firm was founded in 2007 with offices in Toronto and Dallas.

Important Information

Anson Funds Management LP, Anson Advisors Inc., Anson Investments Master Fund LP, AIMF GP LLC, Anson East Master Fund LP, AEMF GP LLC, Anson North Star Tactical Equity Fund LP, ANSF GP LLC, Anson Management GP LLC, Moez Kassam, Tony Moore, Amin Nathoo and Sagar Gupta (collectively, the "Participants") intend to file a definitive proxy statement and accompanying form of proxy card with the Securities and Exchange Commission (the "SEC") to be used in connection with the 2024 Annual Meeting of Stockholders of Twilio Inc. (the "Company"). Stockholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies with respect to the Company by the Participants as they become available because they will contain important information. They will be made available at no charge on the SEC's website, https://www.sec.gov/. Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in Exhibit 1 of the Schedule 14A filed by Anson Funds Management LP with the SEC on April 4, 2024.

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