Technicolor Board recommends JP Morgan deal

The Board of Directors of Technicolor, the troubled French cinema production services provider and manufacturer of television set-top boxes, meeting May 29 in Paris, unanimously resolved to recommend to the Company’s shareholders that they vote in favour of the resolutions relating to the implementation of the transaction agreed between Jesper Cooperatief U.A., an entity controlled by JPMorgan Chase & Co., (Jesper) and Technicolor (the JPMorgan Resolutions). This recommendation is in accordance with the contracts entered on May 2, 2012 (the JPMorgan Contracts).

The Board also resolved to reject a rival offer made by investment fund Vector Capital Group to buy as much as 30 per cent of the company, which would be back on the table only if shareholders rejected the JPMorgan plan at a meeting on June 20.

The JPMorgan Contracts were approved by the Board of Directors on May 2, 2012 and are the result of extensive discussions with Jesper and other potential investors. The Board of Directors, at its May 2, 2012 meeting, concluded that Jesper provided the best offer, including from a financial standpoint, but it also concluded that significant long term value would be derived by Technicolor from being supported by JP Morgan Chase & Co., the leading worldwide entertainment financier.

A statement from the company suggested the JPMorgan Contracts provide a fully-negotiated 30-month agreement with regard to the governance of the Company, that would provide key support towards achieving the strategic goals outlined in Technicolor’s Amplify 2015 strategic plan and maximise shareholder value. Technicolor will benefit from its association with JP Morgan Chase & Co., its global brand, its experience and industry expertise. In addition, the proceeds from the capital increase contemplated by the JPMorgan Contracts amount to up to €158 million corresponding to up to 99,193,696 shares (as specified below) and will allow Technicolor to reduce its financial debt, increase headroom on financial covenants and benefit from JPMorgan Chase & Co.’s active support in further improving its balance sheet.

During the meeting, the Board of Directors of Technicolor also reviewed the unsolicited proposed shareholders resolutions together with the attached binding and irrevocable offer letter submitted on May 25, 2012 by Vector Capital (Vector), an American investment fund that conducted discussions with Technicolor before April 30, 2012. The Board included such proposed resolutions (the Vector Resolutions) in the agenda for the June 20, 2012 General Shareholders’ Meeting. In its offer, Vector expressed support for the Company’s strategy as defined in its Amplify 2015 strategic plan without specifying precisely its declaration of intent vis-à-vis the Company following the planned capital increase it proposes. The proceeds from the capital increase contemplated by the Vector Resolutions amount to up to €186 million corresponding to up to 109,114,822 shares (as specified below).

The Board notes, as Vector specified, that the approval of its resolutions by the General Shareholders’ Meeting requires the prior rejection of the JPMorgan Resolutions proposed by the Board of Directors.

Accordingly, the Board of Directors does not recommend the Vector Resolutions, it being specified that, in the event that the JPMorgan Resolutions are rejected by the General Shareholders’ Meeting, the JPMorgan Contracts shall be deemed null and void. In such a case, the Vector Resolutions shall be implemented only after having been adopted by the General Shareholders’ Meeting.

The Company will post on its website, prior to the General Shareholders’ Meeting, all requested information and documents in accordance with applicable rules as well as the full text of Vector’s offer for the proper information of the shareholders.

Technicolor will file the required prospectuses with the Autorité des marchés financiers (AMF) relating to the capital increase transactions contained respectively in the JPMorgan Resolutions and the Vector Resolutions, in accordance with the terms of the JPMorgan Contracts and the Vector offer.

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