SeaChange Announces a Second Amendment to Purchase Agreement with Partner One Along with Further Increased Purchase Price
BOSTON, April 18, 2024 (GLOBE NEWSWIRE) -- SeaChange International, Inc. (OTC: SEAC) (“SeaChange” or the “Company”), a leading provider of video delivery, advertising, streaming platforms, and emerging Free Ad-Supported Streaming TV services (FAST) development, has entered into a second omnibus amendment (such amendment, “Amendment No. 2”) to the asset purchase agreement and software purchase agreement (the “Original Purchase Agreements”) previously announced on March 11, 2024, as amended by the omnibus amendment to the Original Purchase Agreements (“Amendment No. 1”) previously announced on April 10, 2024, with affiliates of Partner One, one of the fastest-growing software conglomerates in the world, in response to an acquisition proposal from a third party. Under Amendment No. 2, Partner One, through its affiliates, will acquire substantially all of SeaChange’s assets related to its product and services business (the “Second Amended Asset Sale”), and will assume certain liabilities, for an aggregate purchase price of $34,001,000 (the “New Purchase Price”), less SeaChange’s cash and cash equivalents at closing (the “Closing”). The New Purchase Price represents an increase of over $4 million compared to the original asset sale announced on March 11, 2024 (the “Original Asset Sale”), and $2 million compared to the amended asset sale announced on April 10, 2024 (the “First Amended Asset Sale”) and is the only material detail of the Second Amended Asset Sale that differs from the First Amended Asset Sale and the Original Asset Sale. The Company now expects the Second Amended Asset Sale will result in net proceeds to SeaChange of between $17-19 million upon Closing.
Similar to previous disclosures, the Second Amended Asset Sale, which has been approved by SeaChange’s Board of Directors (the “Board”), is subject to various terms and closing conditions, including approval by a majority of the shares of SeaChange’s outstanding common stock. Subject to such closing conditions, the Closing is expected to occur in the first quarter of SeaChange’s fiscal year 2025 (i.e. by the end of April 2024).
SeaChange Special Meeting of Stockholders and Proxy Supplement
The special meeting of SeaChange’s stockholders (the “Special Meeting”) was called to order on April 17, 2024, at 10:00 a.m., Eastern Time, and adjourned to provide SeaChange’s stockholders adequate time to digest supplement disclosures and the ability to reevaluate previously casts, if applicable. The Board intends to reconvene the Special Meeting on Monday, April 22, 2024, at 10:00 a.m., Eastern Time at www.virtualshareholdermeeting.com/SEAC2024SM to consider, among other things, a proposal to approve the Second Amended Asset Sale pursuant to Amendment No. 2, in conjunction with Amendment No. 1 and the Original Purchase Agreements. In addition, the record date for the Special Meeting remains March 18, 2024.
On or about March 22, 2024, SeaChange mailed a proxy statement (the “Proxy Statement”) to consider and vote on proposals relating to the Original Asset Sale. On or about April 11, 2024, SeaChange posted on www.proxyvote.com a proxy supplement (“Proxy Supplement No. 1”) regarding the First Amended Asset Sale. Due to Amendment No. 2 and the Second Amended Asset Sale, SeaChange intends to post a new proxy supplement (“Proxy Supplement No. 2”) on www.proxyvote.com on or about April 18, 2024 supplementing the Proxy Statement and Proxy Supplement No. 1 to all SeaChange stockholders entitled to vote at the Special Meeting regarding certain material details of the Second Amended Asset Sale that differ from the Original Asset Sale and the First Amended Asset Sale. Please carefully read the Proxy Statement, Proxy Supplement No. 1 and Proxy Supplement No. 2, along with the exhibits attached thereto, but please note that applicable SeaChange stockholders should use the proxy card that was previously sent to them with the Proxy Statement. Also, SeaChange stockholders should please note that Proposal No.1 on the proxy card now refers to the Second Amended Asset Sale. If SeaChange stockholders have already delivered a properly executed proxy and do not wish to change their vote, they do not need to do anything.
Needham & Company, LLC is acting as exclusive financial advisor to SeaChange in this transaction, and K&L Gates LLP is acting as legal counsel to SeaChange in this transaction.
About SeaChange International, Inc.
SeaChange International, Inc. (OTC: SEAC) provides first-class video streaming, linear TV, and video advertising technology for operators, content owners, and broadcasters globally. SeaChange technology enables operators, broadcasters, and content owners to cost-effectively launch and grow premium linear TV and direct-to-consumer streaming services to manage, curate, and monetize their content. SeaChange helps protect existing and develop new and incremental advertising revenues for traditional linear TV and streaming services with its unique advertising technology. SeaChange enjoys a rich heritage of nearly three decades of delivering premium video software solutions to its global customer base.
About Partner One
Partner One is one of the fastest-growing enterprise software groups in the world, with a proven track record of acquiring and growing enterprise software companies. Over 1,200 enterprises and government organizations rely on Partner One software, including 80% of the largest companies in the world. For more information, please visit: PartnerOne.com.
Forward-Looking Statements
This press release contains “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. In general, forward-looking statements usually may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue”, and “potential,” or the negative of these terms, or other comparable terminology, and include statements related the amount of net proceeds SeaChange receives from the transaction, the ability and timing to close the Second Amended Asset Sale and the timing of the posting of Proxy Supplement No. 2 on the Company’s corporate website and www.proxyvote.com. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties that change over time that could cause actual results to differ materially from those expressed in or implied by such statements. Many of the factors that could cause actual results to differ materially from those expressed in or implied by forward-looking statements are beyond the ability of the Company or Partner One to control or predict. Stockholders and investors should not place undue reliance on any forward-looking statements. Any forward-looking statements speak only as of the date of this press release, and neither SeaChange nor Partner One undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contact:
SeaChange International
1.978.897.0100
info@schange.com
Source: SeaChange International, Inc.
Released April 18, 2024