Vector Sweetens Technicolor Offer

Vector Capital has boosted its offer for Technicolor to €2 a share but all other terms remain the same. Vector is vying with J.P. Morgan Chase to buy a stake in the French set-top maker. Earlier this week, Technicolor rejected a revised offer from J.P. Morgan.

PRESS RELEASE

In order to confirm our strong enthusiasm for investing in Technicolor, and to reaffirm our commitment to providing a superior proposal to the Company and its shareholders, Vector Capital is increasing the subscription price for its proposed reserved capital increase to EUR 2.00 per share. All other terms of our previous offer remain the same.

We believe that this improved offer is clearly superior for Technicolor and its shareholders to the transaction with JP Morgan and One Equity Partners (the “JPMorgan Transaction”).

Vector Capital is submitting today to Technicolor a binding and irrevocable improved offer letter reflecting this increase in the subscription price of its reserved capital increase. For this purpose, in its improved offer, Vector Capital undertakes to submit all necessary amendments to its initial draft resolutions at the Technicolor shareholders’ meeting scheduled for June 20, 2012.

Summary of key terms below:

Petalite (the investment vehicle owned by Vector Capital) would subscribe to a reserved capital increase at a price of €2.00 per share, a 25% premium compared to the JPMorgan Transaction of €1.60 per share;
Vector Capital’s proposal represents a weighted average price of €1.75 to €1.78 per share issued, a 10 to 12% premium to the JPMorgan Transaction of €1.59 per share issued, assuming 0 to 100% shareholder subscription to the rights offering;
Vector Capital’s proposal includes a smaller reserved capital increase and a larger rights offering, which lowers the dilution to Technicolor’s current shareholders by 28.3%;
Vector Capital’s proposal allows existing shareholders to subscribe to more than twice the number of shares than the JP Morgan Transaction. Vector Capital has designed the balance between the reserved capital increase and rights offering specifically to reduce the dilution of existing shareholders;
With total proceeds of up to €191.1 million, Vector Capital’s offer would result in €33.5 million more proceeds to Technicolor (21.2% higher) than the JPMorgan Transaction;
Vector Capital’s original offer has been recommended by ISS, Glass Lewis, ProxInvest and AGF, and is independently recognized as a superior offer to the JPMorgan Transaction;
Vector Capital is a pure technology investment firm with 15 years of experience investing in the technology and digital media markets. Vector Capital has a highly focused investment strategy that emphasizes technology companies with a high degree of intellectual property that are in a state of transformation. Since inception in 1997, Vector Capital has made more than 35 investments in public and private companies with an aggregate value of more than $2.5 billion, across sectors including digital media, infrastructure software, and internet services.
Appendix 1: Comparison Between the two Draft Resolutions Submitted for Shareholder Vote at the AGM:

JPMorgan
Proposed
Investment

Vector Proposed
Investment
Delta

Reserved capital increase
Size of reserved capital increase and shareholder
dilution
24.4% 17.5% -28.3%
Number of shares issued 72.3 m 47.5 m -34.3%
Subscription price (in Euros) 1.60 2.00 +25.0%
Proceeds to Technicolor (in Euros) €115.6 m €94.9 m -17.9%

Rights issue
Size of rights issue assuming:
– a 75% backstop 6.4% 14.6%
– a 100% subscription by all shareholders 8.3% 18.5%
Number of shares issued pursuant to rights issue assuming:
– a 75% backstop 20.2 m 46.2 m +129%
– a 100% subscription by all shareholders 26.9 m 61.6 m +129%
Subscription price (in Euros) 1.56 1.56 0%
Proceeds to Technicolor (in Euros) assuming:
– a 75% backstop €31.5 m €72.1 m +129%
– a 100% subscription by all shareholders €42.0 m €96.2 m +129%

Final outcome
(following reserved capital increase and rights issue)
% of share capital of the relevant investor, assuming:
– a 75% rights issue backstop 29.24 % 29.94%
– a 100% subscription by all shareholders 24.42 % 18.00%
Average Price per Share Received by Technicolor, assuming:
– a 75% rights issue backstop €1.59 €1.78 +12.0%
– a 100% subscription by all shareholders €1.59 €1.75 +10.2%
Total proceeds to Technicolor (in Euros) assuming:
– a 75% rights issue backstop €147.1 m €167.1 m +13.5%
– a 100% subscription by all shareholders €157.6 m €191.1 m +21.2%
1 For the avoidance of doubt, this excludes the current shareholding of JPMorgan in Technicolor.

About Vector Capital

Vector Capital is a leading global private equity firm located in San Francisco specializing in the technology sector. Founded in 1997, Vector Capital manages over $2 billion in equity capital from a variety of investors, including the world’s most respected university endowments, foundations, financial institutions, and family offices. Vector Capital has a highly focused investment strategy that emphasizes technology companies with a high degree of intellectual property that are in a state of transformation. Since inception, Vector Capital has made more than 35 investments in public and private companies with an aggregate value of more than $2.5 billion, across sectors including digital media, infrastructure software, and internet services.