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

SAN FRANCISCO, June 5, 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.

SOURCE Vector Capital

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