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.