ISSY-LES-MOULINEAUX CEDEX, FRANCE--(Marketwire - Jun 11, 2012) - Following the filing by
Vector Capital on May
25 of resolutions to be submitted to the General Shareholders' Meeting
to be
held on June 20 (the "Vector Resolutions"), Technicolor received on June
8 in
the morning a proposal (the "Amended Proposal") submitted by Jesper
Cooperatief
U.A. ("JPMorgan), in order to amend the contracts entered into between
the two
parties on May 2, 2012 (the "JPMorgan Contracts"). The Board of
Directors of
Technicolor met the same day to review the Amended Proposal.
Under the Amended Proposal, JPMorgan proposed to increase the subscription
price
of the shares to be issued under the reserved capital increase from EUR1.6
to EUR1.9
per share, so that the total capital increase proceeds would have been
comprised
between EUR169 million and EUR179 million, compared to the total proceeds
implied by
the JPMorgan Contracts comprised between EUR147 million and EUR158
million. The
Board viewed very favorably JPMorgan's willingness to increase the price
of the
reserved capital increase.
The Amended Proposal was subject, however, to the introduction of new
terms in
the JPMorgan Contracts that the Board of Directors deemed unfavorable
to the
Company and its shareholders.
These new terms, which were not included in the JPMorgan Contracts,
included a
break-up fee and a new condition making the JPMorgan Resolutions subject
to no
resolution having an equivalent object (including the Vector
Resolutions, as
amended, as the case may be) being put to the vote of the General
Shareholders'
Meeting[1]. Given the obligation under French law to put to the vote
of the
General Shareholders' Meeting the Vector Resolutions or any amendment
presented
by a shareholder, this condition would have made the JPMorgan commitments
under
the Amended Proposal less certain than in the original JPMorgan Contracts.
As a
consequence, the Board concluded that the firm and irrevocable nature
of the
JPMorgan Contracts was more beneficial to the Company and its
shareholders, and
that the uncertainty created by the new condition outweighed the benefits
of the
Amended Proposal.
In compliance with its obligations under the JPMorgan Contracts, the
Company
will continue to use its reasonable best efforts to obtain the approval
of the
transaction agreed on May 2 by the General Shareholders' Meeting to be
held on
June 20. As a reminder, at its May 29, 2012 meeting, the Board of
Directors unanimously resolved to recommend to the Company's shareholders
that
they vote in favor of the resolutions relating to the implementation of
this
transaction.
About Technicolor
Technicolor, a worldwide technology leader in the media and
entertainment
sector, is at the forefront of digital innovation. Our world class
research and
innovation laboratories enable us to lead the market in delivering
advanced
video services to content creators and distributors. We also benefit
from an
extensive intellectual property portfolio focused on imaging and
sound
technologies, based on a thriving licensing business. Our commitment:
supporting
the delivery of exciting new experiences for consumers in theaters,
homes and
on-the-go. Euronext Paris: TCH www.technicolor.com
[1]This condition is specified as follows in the Amended Proposal: "no
submission nor approval of any resolutions having an equivalent object,
including the resolutions A, B, C, D, E, F [the Vector Capital resolutions]
as
amended, as the case may be".
Technicolor: UPdate on the JPMorgan proposed transaction:
http://hugin.info/143597/R/1618607/516832.pdf
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Source: TECHNICOLOR via Thomson Reuters ONE
[HUG#1618607]