J.P. Morgan Confirms its Commitment to Investing in Technicolor

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J.P. Morgan Confirms its Commitment to Investing in Technicolor PR Newswire PARIS, June 12, 2012 PARIS, June 12, 2012 /PRNewswire/ -- J.P. Morgan feels that its revised proposal represents a superior economic offer for Technicolor and its shareholders. J.P. Morgan wishes to clarify two points referred to in the announcement of Technicolor dated 11 June, 2012 regarding the terms of its revised proposal. Technicolor announced on 11 June, 2012 that its board has decided not to approve the revised proposal from J.P. Morgan and, instead, continues to recommend the transaction entered into between Technicolor and J.P. Morgan on May 2, 2012. J.P. Morgan feels that its revised proposal represents a superior economic offer for Technicolor and its shareholders. The revised proposal raises the price per share in the capital increase reserved for J.P. Morgan by 19% from Euros 1.60 to Euros 1.90. This results in additional proceeds of Euros 22 million and an [1]average price per share of between Euros 1.81 and 1.83 (an increase of 13% as against J.P. Morgan's last proposal and a premium of 6% over the Vector [1]Capital proposal of between Euros 1.71 and 1.73 per share ). J.P. Morgan is therefore disappointed with the decision of the board of Technicolor, which means that the amended resolutions included in its proposal will not be submitted to the forthcoming General Shareholders' Meeting. J.P.

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• Publié par: j-p-morgan-chase-co-and-one-equity-partners
• Nombre de lectures: 22
• Langue: English

Extrait

J.P. Morgan Confirms its Commitment to

Investing in Technicolor

PR Newswire

PARIS, June 12, 2012

PARIS

,

June 12, 2012

/PRNewswire/ --

J.P. Morgan feels that its revised proposal represents a superior economic offer

for Technicolor and its shareholders. J.P. Morgan wishes to clarify two points

referred to in the announcement of Technicolor dated 11 June, 2012 regarding

the terms of its revised proposal.

Technicolor announced on

11 June, 2012

that its board has decided not to

approve the revised proposal from J.P. Morgan and, instead, continues to

recommend the transaction entered into between Technicolor and J.P. Morgan

on

May 2, 2012

.

J.P. Morgan feels that its revised proposal represents a superior economic offer

for Technicolor and its shareholders. The revised proposal raises the price per

share in the capital increase reserved for J.P. Morgan by 19% from

Euros 1.60

to Euros 1.90

. This results in additional proceeds of

Euros 22 million

and an

average price per share of between

Euros 1.81 and 1.83

[1]

(an increase of 13%

as against J.P. Morgan's last proposal and a premium of 6% over the Vector

Capital proposal of between

Euros 1.71 and 1.73

per share

[1]

). J.P. Morgan is

therefore disappointed with the decision of the board of Technicolor, which

means that the amended resolutions included in its proposal will not be

submitted to the forthcoming General Shareholders' Meeting. J.P. Morgan

remains entirely prepared to make an investment in Technicolor on the basis of

the superior financial terms in its revised proposal.

J.P. Morgan wishes to clarify two points referred to in the announcement of

Technicolor dated

11 June, 2012

regarding the terms of its revised proposal.

The break-up fee of

Euros 3.4 million

that J.P. Morgan proposed,

representing 2% of the maximum transaction value, would not be

triggered by a successful completion of the transaction set out in the

offer made by Vector Capital to Technicolor on 25 May. If the

resolutions of Vector Capital in such offer are approved by the

shareholders of Technicolor, no break-up fee would be payable.

The amended resolutions in J.P. Morgan's revised proposal simply

provide for the Vector resolutions and the J.P. Morgan resolutions to

be mutually exclusive in all cases. This condition is in accordance with

the original J.P. Morgan transaction, which provides that J.P. Morgan

will become the reference shareholder of Technicolor with the support

of the board of directors of Technicolor. There is therefore no

difference in the certainty of the J.P. Morgan deal under the revised

proposal. It does not prevent the shareholders of Technicolor from

having the ability to consider all proposals submitted to them.

J.P. Morgan's commitment to this transaction has not changed. We have strong

expertise and experience in the telecommunications, media and technology

sectors, and we remain committed to investing in Technicolor.

About JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm

with assets of

$2.3 trillion

and operations in more than 60 countries. The firm is

a leader in investment banking, financial services for consumers, small business

and commercial banking, financial transaction processing, asset management

and private equity. A component of the Dow Jones Industrial Average, JPMorgan

Chase & Co. serves millions of consumers in

the United States

and many of the

world's most prominent corporate, institutional and government clients under

its J.P. Morgan and Chase brands.

About One Equity Partners

One Equity Partners is the private investment arm of JPMorgan Chase & Co. and

manages over

$10 billion

in commitments and investments solely for the bank.

OEP enters into long-term partnerships with companies to create sustainable

value through long-term growth driven both organically and through

acquisition. Founded in 2001, OEP has 39 investment professionals in

New York

,

Chicago

,

Frankfurt

,

Vienna

,

Hong Kong

and elsewhere around the globe.

Contact One Equity Partners, JPMorgan Chase:

Euro RSCG C&O: [phone]

Bénédicte Hautefort - [e-mail]

1. Range depends on rights issue take up.