Following discussions with the Autorité des marchés financiers (AMF), the Company provides the following details on the transaction.
Paris (France), June 6, 2012 – Following discussions with the Autorité des marchés financiers (AMF), the Company provides the following details on the transaction agreed with Jesper Cooperatief U.A. ("Jesper"), a company controlled by JPMorgan Chase & Co., and on Vector Capital’s offer received on May 25:
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 20 and to seek undertakings to vote in favor of this transaction from shareholders holding at least 2% of the share capital of the Company.
As a reminder, at its May 29, 2012 meeting, the Board of Directors unanimously resolved to recommend to the Company’s shareholders that they vote in favor of the resolutions relating to the implementation of the transaction agreed upon in the contracts entered into between Technicolor and Jesper on May 2, 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.
Technicolor, a worldwide technology leader in the media and entertainment sector, is at the forefront of digital innovation. Our world class research and innovation laboratories enable us to lead the market in delivering advanced video services to content creators and distributors. We also benefit from an extensive intellectual property portfolio focused on imaging and sound technologies, based on a thriving licensing business. Our commitment: supporting the delivery of exciting new experiences for consumers in theaters, homes and on-the-go. Euronext Paris: TCH www.technicolor.com
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Marie-Laurence Bouchon ÂŸmbouchon@brunswickgroup.com