Technicolor confirms Vector fallback option
June 8, 2012
By Colin Mann
Following confirmation May 30th that its Board of Directors had unanimously resolved to recommend to the Company’s shareholders that they vote in favour of a funding package proposed by JP Morgan, the media and entertainment technology specialist has clarified its position, following discussions with the France’s financial regulator, Autorité des marchés financiers (AMF).
In accordance with its undertaking to promote the transaction agreed with Jesper to its shareholders, Technicolor will continue to use its reasonable best efforts to obtain the approval of the transaction by the General Shareholders’ Meeting to be held on June 20th and to seek undertakings to vote in favor of this transaction from shareholders holding at least 2 per cent of the share capital of the Company.
At its May 29th, 2012 meeting, the Board of Directors 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 upon in the contracts entered into between Technicolor and Jesper on May 2nd, 2012 (the JPMorgan Contracts). This recommendation is based, among other elements, on the contractual commitments undertaken by the Company to Jesper under these contracts.
In execution of the JPMorgan Contracts, the Company filed with the AMF for its approval a draft prospectus relating to the capital increases that are part of the transaction agreed upon with Jesper.
In the event that the General Shareholders’ Meeting rejects the resolutions recommended by the Board of Directors and approves the proposed resolutions submitted by Vector Capital on May 25 (the Vector Resolutions), Technicolor will file a draft prospectus as soon as possible for AMF approval, based on the commitments of Vector Capital, for the implementation of the capital increases contemplated by the Vector Resolutions.
The Technicolor Board resolved May 29th to reject the Vector Capital offer to buy as much as 30 per cent of the company, and confirmed at the time that this would be back on the table only if shareholders rejected the JPMorgan plan at a meeting on June 20th.