TECHNICOLOR : TECHNICOLOR WILL LAUNCH A c.?375 MILLION INCREMENTAL TERM LOAN AND A CAPITAL INCREASE OF UP TO ?225 MILLION
(Thomson Reuters ONE) -
Technicolor WILL LAUNCH a c.?375 million incremental term loan and a capital
increase of up to ?225 million
To finance the acquisitions of Cisco Connected Devices and The Mill
Paris (France), September 15, 2015 - Technicolor (Euronext Paris: TCH; OTCQX:
TCLRY) ("Technicolor" or the "Company") today announces that it will launch an
incremental term loan to partially finance the acquisition of the Connected
Devices division of Cisco and The Mill and a capital increase with preferential
subscription rights (the "Rights Offering"). The combination of the incremental
term loan and of the Rights Offering would allow Technicolor to maintain a
healthy balance sheet pro forma for the acquisitions of Cisco Connected Devices
and The Mill and appropriate financial flexibility for future growth.
The envisaged financing transactions should result in a pro forma expected
leverage (Net Debt to Adjusted EBITDA) of 1.7x at end 2015 and include:
1. An incremental term loan of c.?375 million maturing in 2020 (the
"Incremental Term Loan") fully underwritten by Goldman Sachs, the
syndication of which will start in the coming days;
2. A Rights Offering of up to ?225 million, which Technicolor will launch after
the publication of its Q3 2015 revenues. Banks have been appointed and are
committed to underwrite the Rights Offering, subject to customary
conditions; and
3. Approximately ?100 million of cash-on-hand will also be used to finance the
acquisitions.
The Incremental Term Loan: Concurrent with the announcements of the strategic
acquisitions of Cisco Connected Devices on July 23, 2015 and of The Mill today,
Technicolor will launch an Incremental Term Loan in US$ and ? of c.?375 million
equivalent aggregate principal amount, to help fund those transactions in
conjunction with the planned Rights Offering and cash on hand. The Incremental
Term Loan is being led by Goldman Sachs International as Sole Lead Arranger and
Bookrunner.
The Rights Offering: Technicolor will raise up to ?225 million of new equity
through a capital increase with the issuance of new ordinary shares. Existing
shareholders will receive preferential rights to subscribe for new shares. The
Rights Offering will be launched post announcement of Q3 2015 revenues on
October 21, subject to market conditions and receiving the visa from the French
Autorité des marchés financiers. The terms of the Rights Offering will be
announced at the time of launch. Banks are committed to underwrite the Rights
Offering, subject to customary conditions. Upon the launch of the Rights
Offering, the Company will publish a prospectus in respect of the Rights
Offering, which will be available on the website of the Company.
In addition, it is reminded that, as per the Company's press release of
July 23, 2015, the acquisition of Cisco Connected Devices will be partially
financed through the delivery to Cisco of Technicolor newly-issued shares.
Forward Looking Statement
This press release includes forward-looking statements and information about the
objectives of Technicolor, in particular, relating to its current or future
projects. These statements are sometimes identified by the use of the future
tense or conditional mode, as well as terms such as "estimate", "believe", "have
the objective of", "intend to", "expect", "result in", "should" and other
similar expressions. It should be noted that the realisation of these
objectives and forward-looking statements is dependent on the circumstances and
facts that arise in the future. Forward-looking statements and information about
objectives may be affected by known and unknown risks, uncertainties and other
factors that may significantly alter the future results, performance and
accomplishments planned or expected by the Company. These factors may include
changes in the economic and commercial situation, regulations and those detailed
in Chapter 3 of the reference document filed with the Autorité des marchés
financiers (the "AMF") on 18 March 2015 under no. D.15-0152.
Important Information
No communication and no information in respect of this transaction may be
distributed to the public in any jurisdiction where a registration or approval
is required. No steps have been or will be taken in any jurisdiction (other than
France) where such steps would be required. The issue, the subscription for or
the purchase of Technicolor's shares may be subject to specific legal or
regulatory restrictions in certain jurisdictions. Technicolor assumes no
responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive
2003/71/EC of the European Parliament and the Council of November 4th, 2003, as
amended, in particular by Directive 2010/73/EU to the extent such Directive has
been transposed in the relevant member State of the European Economic Area
(together, the "Prospectus Directive").
No securities offering will be opened to the public in France before the
delivery of the visa on a prospectus prepared in compliance with the Prospectus
Directive, as approved by the French Autorité des marchés financiers.
With respect to the member States of the European Economic Area (each, a
"relevant member State"), other than France, no action has been undertaken or
will be undertaken to make an offer to the public of the securities requiring
publication of a prospectus in any relevant member State. As a result, the new
shares of Technicolor may only be offered in relevant member States (i) to
qualified investors, as defined by the Prospectus Directive; or (ii) in any
other circumstances, not requiring Technicolor to publish a prospectus as
provided under Article 3(2) of the Prospectus Directive.
The distribution of this press release is not made, and has not been approved,
by an "authorised person" within the meaning of Article 21(1) of the Financial
Services and Markets Act 2000. As a consequence, this press release is directed
only at persons who (i) are located outside the United Kingdom, (ii) have
professional experience in matters relating to investments within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 (as amended), (iii) are persons falling within Article
49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of
the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005
(as amended) or (iv) are persons to whom this press release may otherwise
lawfully be communicated (all such persons mentioned in paragraphs (i), (ii),
(iii) et (iv) collectively being referred to as "Relevant Persons"). The
securities are directed only at Relevant Persons and no invitation, offer or
agreements to subscribe, purchase or acquire the securities may be proposed or
made other than with Relevant Persons. Any person other than a Relevant Person
may not act or rely on this document or any provision thereof. This press
release is not a prospectus which has been approved by the Financial Conduct
Authority or any other United Kingdom regulatory authority within the meaning of
Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States.
Securities may not be offered, subscribed or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or to, or for the account or benefit of, U.S. persons,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements thereof. The shares of Technicolor and rights in
respect thereof have not been and will not be registered under the U.S.
Securities Act and Technicolor does not intend to make a public offer of its
securities in the United States.
The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States, Canada,
Australia or Japan.
This press release may not be published, forwarded or distributed, directly or
indirectly, in Canada, Australia or Japan.
###
About Technicolor
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. www.technicolor.com
Follow us: (at)Technicolor - linkedin.com/company/technicolor
Technicolor shares are on the Euronext Paris exchange (TCH) and traded in the
USA on the OTCQX marketplace (OTCQX: TCLRY).
Media Contacts
Sandra Carvalho: +1 323 208 2624
sandra.carvalho(at)technicolor.com
Investor Relations
Emilie Megel: +33 1 41 86 61 48
emilie.megel(at)technicolor.com
Laurent Sfaxi: +33 1 41 86 58 83
laurent.sfaxi(at)technicolor.com
PDF version:
http://hugin.info/143597/R/1952257/710063.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: TECHNICOLOR via GlobeNewswire
[HUG#1952257]
Unternehmensinformation / Kurzprofil:
Datum: 15.09.2015 - 17:45 Uhr
Sprache: Deutsch
News-ID 420270
Anzahl Zeichen: 11551
contact information:
Town:
Issy-les-Moulineaux Cedex
Kategorie:
Business News
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