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(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). 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.