SEACHANGE INTERNATIONAL, INC. Partner One Capital entered into assets purchase agreement to acquire substantially all of assets related to product and services business of SeaChange International Inc.(OTCPK:SEAC) for $34 million on March 11, 2024. As of April 10, 2024, aggregate purchase price is $32.001 million. As of April 18, 2024, aggregate purchase price ois $34.001 million.
As per terms, Partner One will assume certain liabilities and cash and cash equivalents at closing. The Purchase Agreement also contains a $1 million termination fee payable to Partner One in connection with the termination of the Purchase Agreement under certain circumstances, such as consummation of an alternative acquisition transaction in connection with a Superior Proposal. In addition, concurrently with the execution of the Purchase Agreement, a significant stockholder of the Company, that cumulatively owns 30.5% of the shares of SeaChange?s outstanding common stock, has entered into a voting agreement with Partner One 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 Asset Sale at the SeaChange special meeting of stockholders.
The transaction is subject to various terms and closing conditions, including approval by a majority of the shares of SeaChange?s outstanding common stock and the Asset Sale, which has been approved by SeaChange?s Board of Directors. The transaction is expected to close in the first quarter of SeaChange?s fiscal year 2025. Needham & Company, LLC acted as a financial advisor and K&L Gates LLP acted as a legal advisor to SeaChange International, Inc.
