ISS Recommends Technicolor Shareholders to Vote for Vector Capital's Offer and against the JPMorgan Transaction

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• Publié par: fti-consulting
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ISS Recommends Technicolor Shareholders to

Vote for Vector Capital's Offer and against the

JPMorgan Transaction

PR Newswire

SAN FRANCISCO, June 6, 2012

SAN FRANCISCO

,

June 6, 2012

/PRNewswire/ -- Vector Capital, a leading global

technology investment firm, is announcing that Institutional Shareholder

Services (ISS), a leading independent proxy voting advisory firm, issued a

report on

June 4, 2012

which recommends that Technicolor shareholders vote

FOR

Vector Capital's offer and

AGAINST

the transaction with JP Morgan Chase

& Co. and One Equity Partners (the "JPMorgan Transaction").

In its conclusion about the offer, ISS stated,

"Vector Capital's offer would

provide superior economic and strategic benefits to Technicolor and its

shareholders as it would give the company substantially more proceeds to

strengthen the balance sheet and repay debt. In addition, Technicolor would

benefit from Vector Capital's expertise in the technology sectors including

digital media. Therefore, Vector Capital's offer merits shareholders' support."

Technicolor's annual general shareholder meeting takes place on

June 20

.

Alex Slusky, Managing Partner and Chief Investment Officer of Vector Capital

said:

"Vector Capital firmly believes that the ISS recommendation further

supports our view that Vector Capital's offer is superior to the JPMorgan

Transaction and is in the best interest of Technicolor and its shareholders.

Vector Capital's offer will not only provide Technicolor with more capital, but

also the benefit of having a large shareholder with deep expertise and a

successful investment track record in technology and digital media. Vector

Capital urges all Technicolor shareholders to follow ISS' recommendation and

vote for proposals A-F and against proposals 8-14."

The benefits of Vector Capital's offer include:

Subscription to the reserved capital increase at a price of

euro 1.90

per share, a 19%

premium compared to the JPMorgan Transaction's reserved capital increase price of

euro 1.60

per share.

A larger rights offering component which lowers the dilution to Technicolor's current

shareholders by as much as 28.3%.

Total proceeds of up to

euro 186.4 million

,

euro 28.7 million

more proceeds to

Technicolor (18.2% higher) than the maximum proceeds that Technicolor could receive

in the JPMorgan Transaction.

A weighted average price of

euro 1.71 to euro 1.73

per share issued, an approximately

8% premium to the JPMorgan Transaction of

euro 1.59

per share issued, assuming 0 to

100% shareholder subscription to the rights offering.

Vector Capital has the deep industry and operational expertise required to assist

Technicolor in executing its 'Amplify 2015' strategic roadmap and generating

shareholder value.

Vector Capital will have exclusive focus on increasing shareholder value without

conflict of interest from other internal business lines trying to generate fees from

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.