SeaChange Reaches Cooperation Agreement with Largest Shareholder, TAR Holdings
March 01 2019 - 7:07AM
Video delivery platform leader SeaChange International (NASDAQ:
SEAC) today announced that the Company’s Board of Directors has
appointed Robert M. Pons and Jeffrey M. Tuder to the Company’s
Board of Directors, effective immediately. Mr. Pons will serve as a
Class II director and will stand for election at 2019 Annual
Meeting of Shareholders; Mr. Tuder will serve as a Class III
director and will stand for election at the 2020 Annual Meeting of
Shareholders.
In conjunction with today’s actions, the Company has entered
into a cooperation agreement with Karen Singer and TAR Holdings LLC
(together, “TAR Holdings”), the Company’s largest shareholder,
which owns approximately 20% of the Company’s common stock. In the
course of discussions with TAR Holdings, the Board considered and
thoroughly vetted a number of qualified director candidates.
“We welcome Robert and Jeffrey to the SeaChange Board of
Directors,” said William Markey, Chairman of the SeaChange Board.
“Robert and Jeffrey bring extensive technology, telecom,
operational and strategic expertise, particularly with companies of
our size, that complements the experiences of our incumbent
directors. We are pleased to have worked constructively with TAR
Holdings to achieve this outcome and avoid a costly proxy fight. We
look forward to benefitting from Robert’s and Jeffrey’s experiences
as SeaChange continues to focus on executing its plan to drive
profitable growth and deliver long-term value for all of its
shareholders.”
“We welcome the addition of these two new highly qualified
independent directors. As the Company’s largest shareholder, we
invested in SeaChange because we believe there is potential to
unlock shareholder value through future growth and improved
profitability. We are pleased to have worked constructively with
the Board to reach an agreement that will help put the Company back
on the right path towards shareholder value creation. We look
forward to continued engagement with the Company to face the
challenges and opportunities ahead as we pursue our common goal of
enhancing shareholder value,” said Julian Singer of TAR
Holdings.
As part of the agreement, TAR Holdings have agreed to abide by
certain customary standstill provisions and to support the
SeaChange Board’s nominees at the 2019 Annual Meeting. The complete
agreement will be included as an exhibit to a Current Report on
Form 8-K, which will be filed with the Securities and Exchange
Commission.
About Robert M. PonsRobert M. Pons has more
than 30 years of senior level management and Board experience
including early stage ventures and middle market companies. He
currently serves as President and CEO of Spartan Advisors Inc., a
management consulting firm specializing in telecom and technology
companies, and serves on the boards of Inseego Corp. and Alaska
Communications Inc. Mr. Pons received a B.A. degree with honors
from Rowan University.
About Jeffrey M. TuderJeffrey M. Tuder has more
than 20 years of investment experience across multiple asset
classes including private and public equity, private and public
credit, and venture capital across multiple industries and through
economic cycles. Mr. Tuder is currently the Managing Member of
Tremson Capital Management, LLC, a private investment firm focused
on identifying and investing in securities of undervalued publicly
traded companies. Mr. Tuder is also a Partner at Ambina Partners, a
private investment firm focused on private equity and special
situations credit investments, and serves on the board of Inseego
Corp. Mr. Tuder received a B.A. degree from Yale University.
About SeaChange InternationalFor 25 years,
SeaChange (Nasdaq: SEAC) has pioneered innovative solutions to help
video providers around the world manage and monetize their content.
As the video industry rapidly evolves to meet the “anytime,
anywhere” demands of today’s viewers, SeaChange’s comprehensive
content, business, viewer experience and advertising management
solutions provide a mature, network-agnostic, cloud-enabled
platform of scalable core capabilities that video service
providers, broadcasters, content owners and brand advertisers need
to create the personalized, indivisual™ experiences that drive
viewer engagement and monetization. For more information, please
visit www.seachange.com.
Safe Harbor ProvisionAny statements contained
in this press release that do not describe historical facts,
including future operations, are neither promises nor guarantees
and may constitute “forward-looking statements” as that term is
defined in the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking statements may include words such as
“may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or
“continue,” the negative of these terms and other comparable
terminology. Any such forward-looking statements contained herein
are based on current assumptions, estimates and expectations, but
are subject to a number of known and unknown risks and significant
business, economic and competitive uncertainties that may cause
actual results to differ materially from expectations. Numerous
factors could cause actual future results to differ materially from
current expectations expressed or implied by such forward-looking
statements, including the risks and other risk factors detailed in
various publicly available documents filed by the Company from time
to time with the Securities and Exchange Commission (SEC), which
are available at www.sec.gov, including but not limited to, such
information appearing under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K filed with the SEC
on April 16, 2018. Any forward-looking statements should be
considered in light of those risk factors. The Company cautions
readers not to rely on any such forward-looking statements, which
speak only as of the date they are made. The Company disclaims any
intent or obligation to publicly update or revise any such
forward-looking statements to reflect any change in Company
expectations or future events, conditions or circumstances on which
any such forward-looking statements may be based, or that may
affect the likelihood that actual results may differ from those set
forth in such forward-looking statements.
Important Additional Information and Where to Find
ItThe Company, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Company’s 2019 annual meeting of stockholders (the “2019 Annual
Meeting”). The Company plans to file a proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies for the 2019 Annual Meeting (the
“2019 Proxy Statement”), together with a WHITE proxy card.
STOCKHOLDERS ARE URGED TO READ THE 2019 PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Additional information regarding the
identity of these potential participants, none of whom owns in
excess of 1 percent of the Company’s outstanding shares of common
stock, and their direct or indirect interests, by security holdings
or otherwise, will be set forth in the 2019 Proxy Statement and
other materials to be filed with the SEC in connection with the
2019 Annual Meeting. Information relating to the foregoing can also
be found in the Company’s definitive proxy statement for its 2018
annual meeting of stockholders (the “2018 Proxy Statement”), filed
with the SEC on May 25, 2018. To the extent holdings of the
Company’s securities by such potential participants (or the
identity of such participants) have changed since the information
printed in the 2018 Proxy Statement, such information has been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2019 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2019 Annual Meeting
at the SEC’s website (http://www.sec.gov), at the Company’s website
(http://www.seachange.com) or by contacting the Company at 50 Nagog
Park, Acton, MA 01720, Attention: General Counsel.
Contact
Mary T. ConwayConway
Communications781-772-1679mary.conway@schange.com
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