SeaChange to be acquired by Partner One for $30M

SeaChange International has entered into an asset purchase agreement under which an affiliate of Partner One will acquire substantially all of SeaChange’s assets related to its product and services business and will assume certain liabilities, for a purchase price of $30 million, less SeaChange’s cash and cash equivalents at closing. SeaChange has traditionally supported clients’ Operator TV systems, Advanced Advertising insertion platforms, the StreamVid streaming enablement solution, and the Xstream FAST channel service platform. The Company currently expects the transaction will result in net proceeds to SeaChange of between $13-15 million upon Closing. The Asset Sale, which has been approved by SeaChange’s Board of Directors, 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. Following the Closing, the Company will retain its cash and cash equivalents, and U.S. and state net operating loss carryforwards 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: 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 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 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. In addition, concurrently with the execution of the Purchase Agreement, a significant stockholder of the Company, that cumulatively owns 30.5% of the shares of SeaChange’s outstanding common stock, has entered into a voting agreement with Partner One pursuant to which the Significant Stockholder has agreed, subject to the terms and conditions therein, to vote its shares of common stock of the Company to approve the Asset Sale at the SeaChange special meeting of stockholders.