SeaChange Announces an Agreement to be Acquired by Enghouse and Termination of Previously Announced Proposed Acquisition by Partner One

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 an asset purchase agreement (the “Enghouse Purchase Agreement”) under which an affiliate of Enghouse Systems Limited (“Enghouse”), a leading global telecommunication technology and solutions company that provides next generation communications solutions to communication service providers (including TV / cable operators), media companies, defense, public safety agencies, and utilities, will acquire substantially all of SeaChange’s assets related to its product and services business (the “Enghouse Asset Sale”), and will assume certain liabilities, for a total purchase price of $39 million, less SeaChange’s cash and cash equivalents at closing (“Closing”). The Company currently expects the transaction will result in net proceeds to SeaChange of between $21 to $23 million upon Closing.

The Enghouse 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, Closing is expected to occur in early May 2024.

“When we set out to identify a strategic partner for SeaChange, our two key goals were to maximize stockholder value and to find a larger home for the SeaChange assets within which the business could scale. With Enghouse’s commitment to SeaChange and their customer-centric vision for the business, both goals are met. Enghouse has a remarkable track record of embedding software businesses into their highly efficient operational framework, and we are looking forward to seeing SeaChange thrive within the Enghouse family,” said Chris Klimmer, CEO at SeaChange.

Similar to the Partner One Transaction (as defined and discussed below), following 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 Enghouse Purchase Agreement also contains a termination fee payable to Enghouse in connection with the termination of the Enghouse Purchase Agreement under certain circumstances, such as consummation of an alternative acquisition transaction in connection with a Superior Proposal (as defined in the Enghouse Purchase Agreement). However, the termination fee in the Enghouse Purchase Agreement is $1.3 million.

In addition, similar to the Partner One Transaction, concurrently with the execution of the Enghouse Purchase Agreement, a significant stockholder (the “Significant Stockholder”) of the Company, that cumulatively owns approximately 30.5% of the shares of SeaChange’s outstanding common stock, has entered into a voting agreement with Enghouse 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 Enghouse Asset Sale at the SeaChange special meeting of stockholders (the “Special Meeting”).

Termination of the Partner One Acquisition

As previously announced on March 11, April 10 and April 18, 2024, SeaChange had entered into similar agreements, as amended (the “Partner One Agreements”), with an affiliate of Partner One, which would acquire substantially all of SeaChange’s assets related to its product and services business, and would assume certain liabilities, for a total purchase price of $34,001,000, less SeaChange’s cash and cash equivalents at closing (the “Partner One Transaction”).

The Company received an acquisition proposal from Enghouse, which the Board, in consultation with the Company’s independent financial and legal advisors, determined in good faith was a Superior Proposal (as defined in the Partner One Agreements) compared to the Partner One Transaction. Pursuant to the Partner One Agreements, Partner One was given three days’ prior written notice of the Board’s intention to change its recommendation and/or have the Company terminate the Partner One Agreements, allowing Partner One the opportunity, if it desired, to make such adjustments in the terms and conditions of the Partner One Agreements, so that the new acquisition proposal ceased to constitute a Superior Proposal.

Partner One notified SeaChange that Partner One’s acquisition proposal in the Partner One Agreements was its best and final offer and that Partner One would not be making adjustments in the terms and conditions of the Partner One Agreements. Therefore, SeaChange has exercised its right to terminate the Partner One Agreements on April 23, 2024, and the termination is effective immediately. Pursuant to the Partner One Agreements, SeaChange will pay a $1.0 million termination fee to Partner One in connection with the termination of the Partner One Agreements upon Closing.

SeaChange Special Meeting of Stockholders and Proxy Supplement

The Special Meeting was called to order on April 22, 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 (after previously being similarly adjourned on April 17, 2024). The Board intends to reconvene the Special Meeting on April 26, 2024, at 9:30 a.m., Eastern Time at www.virtualshareholdermeeting.com/SEAC2024SM to consider, among other things, a proposal to approve the Enghouse Asset Sale pursuant to the Enghouse Asset Purchase Agreement. The record date for the Special Meeting remains March 18, 2024.

On or about March 22, 2024, SeaChange mailed a proxy statement (the “Original Proxy Statement”) to consider and vote on proposals relating to the proposed Partner One Transaction. SeaChange posted on www.proxyvote.com (i) on or about April 11, 2024, a proxy supplement (“Proxy Supplement No.1”) regarding certain amended terms of the Partner One transaction and (ii) on or about April 18, 2024, a proxy supplement (“Proxy Supplement No.2”) regarding certain further amended terms of the Partner One transaction. Due to the termination of the Partner One Transaction and the execution of the Enghouse Asset Purchase Agreement, SeaChange intends to post a new proxy supplement (“Proxy Supplement No.3” and, together with the Original Proxy Statement, Proxy Supplement No.1, Proxy Supplement No.2, the “Proxy Statement Materials”) on www.proxyvote.com on or about April 24, 2024 to all SeaChange stockholders entitled to vote at the Special Meeting regarding certain material details of the Enghouse Asset Sale that differ from the Partner One Transaction. Please carefully read the Proxy Statement Materials, along with the exhibits attached thereto, but please note that applicable SeaChange stockholders should use the proxy card that was previously sent to them with the Original Proxy Statement. Also, SeaChange stockholders should please note that Proposal No.1 on the proxy card now refers to the Enghouse Asset Sale. If SeaChange stockholders have already delivered a properly executed proxy and do not wish to change their vote, they do not need to do anything.

Needham & Company, LLC is acting as exclusive financial advisor to SeaChange in this transaction, and K&L Gates LLP is acting as legal counsel to SeaChange in this transaction.

About SeaChange International, Inc.SeaChange International, Inc. (OTC: SEAC) provides first-class video streaming, linear TV, and video advertising technology for operators, content owners, and broadcasters globally. SeaChange technology enables operators, broadcasters, and content owners to cost- effectively launch and grow premium linear TV and direct-to-consumer streaming services to manage, curate, and monetize their content. SeaChange helps protect existing and develop new and incremental advertising revenues for traditional linear TV and streaming services with its unique advertising technology. SeaChange enjoys a rich heritage of nearly three decades of delivering premium video software solutions to its global customer base.

About EnghouseEnghouse Systems Ltd. is a Canadian publicly traded company (TSX: ENGH) that provides vertically focused enterprise software solutions focusing on contact centers, video communications, healthcare, telecommunications, public safety and the transit market. Enghouse has a two-pronged growth strategy that focuses on internal growth and acquisitions, which are funded through operating cash flows. The company has no external debt financing and is organized around two business segments: the Interactive Management Group and the Asset Management Group. For more information, please visit www.enghouse.com.

Forward-Looking StatementsThis press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue”, and “potential,” or the negative of these terms, or other comparable terminology, and include statements related the amount of net proceeds SeaChange receives from the transaction, the timing and logistics of reconvening the Special Meeting, the timing of the posting of Proxy Supplement No.3 on www.proxyvote.com, the ability and timing to close the Enghouse Asset Sale, post-transaction success, and NOLs availability to offset SeaChange’s tax income in the future. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties that change over time that could cause actual results to differ materially from those expressed in or implied by such statements. Many of the factors that could cause actual results to differ materially from those expressed in or implied by forward-looking statements are beyond the ability of the Company or Enghouse to control or predict. Stockholders and investors should not place undue reliance on any forward-looking statements. Any forward-looking statements speak only as of the date of this press release, and neither SeaChange nor Enghouse undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:SeaChange International [e-mail]

Source: SeaChange International, Inc.