SeaChange to be Acquired by Partner One - Seite 2

“We are thrilled to welcome SeaChange’s renowned streaming and advertising technology into our portfolio. SeaChange's track record of innovation and customer satisfaction aligns perfectly with our mission to empower businesses with market-leading technologies and impeccable service. Leveraging Partner One's financial strength and the collective expertise, SeaChange's technology will continue to drive success and profitability for operators, broadcasters, and content owners worldwide," emphasized Nick Riuma, Principal at Partner One.

Following the Closing, the Company will retain its cash and cash equivalents, and U.S. and state net operating loss carryforwards (“NOLs”), which may be available to offset future tax income.

The Purchase Agreement provides that, during the period beginning on the execution date of the Purchase Agreement and continuing until 11:59 p.m., New York City time, on April 8th, 2024, SeaChange and its subsidiaries have the right to, directly or indirectly: (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an offer or proposal that constitutes, or could reasonably be expected to lead to, an acquisition proposal and (ii) enter into discussions or negotiations with any person concerning a possible acquisition proposal; provided however, SeaChange and its subsidiaries will not disclose any non-public information about Partner One or the Asset Sale and related transactions, without prior written approval of Partner One. There can be no assurances that the solicitation of such possible acquisition proposals will result in a Superior Proposal (as defined in the Purchase Agreement). It is not anticipated that any developments will be disclosed with regard to this process unless the Board makes an affirmative decision to proceed with a Superior Proposal. In addition, SeaChange may, subject to the terms of the Purchase Agreement, respond to unsolicited, bona fide, written alternative acquisition proposals. The Purchase Agreement also contains a $1 million termination fee payable to Partner One in connection with the termination of the Purchase Agreement under certain circumstances, such as consummation of an alternative acquisition transaction in connection with a Superior Proposal.