Both companies specialise in data management software and combined will create significant scale. Clients will benefit from a comprehensive range of data automation and process integration solutions that simplify operating models and reduce total cost of ownership (TCO).

Gresham is a market leader in transaction control and reconciliations, data aggregation, connectivity solutions and regulatory reporting. Alveo is a market leader in enterprise data management for market, reference and ESG data. The combination creates a market leader in data automation solutions for mission-critical processes that require high quality and trusted data to be easily integrated into business workflows.

The new business will be known as Gresham and will be headquartered in London with operations around the world, including a significant presence in North America. Ian Manocha, formerly CEO of Gresham Technologies, will be the CEO of the combined business and Mark Hepsworth, formerly CEO of Alveo, will be Chair of the board.

Ian Manocha, CEO, said: “The combination of the two firms accelerates our journey to bring digital integrity, agility, operational efficiency and data confidence to financial markets globally. It creates a comprehensive set of solutions for data automation, operational efficiency, data management, analytics and risk mitigation for financial and corporate clients globally.”

Commenting on the merger, Mark Hepsworth, Chairman said “Improving data management efficiency is a major requirement for clients who need to process increasing volumes of data. We can now offer clients greater scale and a wider range of solutions that will simplify their operations and enable them to manage data more effectively. I am delighted to be working with Ian and our new team and to enable clients to benefit from this exciting new combination.”

Contact information:
Kate Hellig,
WhiteOaks International
khellig@whiteoaks.co.uk
+44 1252 727313

About Gresham

Gresham Technologies is a leading fintech company specialising in providing real-time data integrity and control solutions. With a proven track record of delivering innovative solutions to financial institutions worldwide, Gresham is committed to empowering clients with robust technologies that drive operational excellence and regulatory compliance.

About Alveo

Alveo is the leader in market data integration and analytics solutions for financial services. Focused on optimizing data flows for business user self-service, we provide cloud-native data aggregation and data quality management that enables clients to easily access trusted data while maximizing their data ROI. Through our managed services, we ensure that clients can smoothly onboard, prepare, and validate data for use in operations, trading, investment management, pricing, risk, reporting, and machine learning.

We service a global client base and our award-winning technology provides easy integration into business user workflows and a proven platform for advanced analytics. Through combining deep domain expertise with the latest open-source technologies, we help financial institutions ensure high-quality data, optimize market data cost, and maximize productivity.

About STG

STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.STG.com.

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STG will merge Eka with the Quor Group (“Quor”), an existing STG portfolio company that specializes in CTRM offerings within the metals ecosystem. The combination of Eka and Quor is a material step forward for the CTRM industry, providing a broad software suite that addresses a spectrum of customer needs across asset classes globally.

Eka, leveraging its innovative approach and cutting-edge technology, joins Quor to provide the combined entity’s customers with a broad ability to navigate the complexities of the commodity markets, including increasing end market volatility and customers’ desire to hedge their corresponding risk profile. Together, Quor and Eka are poised to address customers’ greatest needs, accelerate innovation, and set new benchmarks within the industry.

“We have been extremely impressed by the breadth and depth of the products that make up the Eka platform. Their CTRM / ETRM and supply chain products have consistently delivered for their impressive customer base” said William Chisholm, Managing Partner of STG. “We are committed to supporting Quor and Eka through further investments in innovation with the ultimate goal of continuing to provide exceptional value to their clients,” added Ishan Manaktala, Operating Partner at STG.

Manav Garg, founder and CEO of Eka, will continue to play a pivotal role in guiding the vision and strategic direction of the combined company as a Board Advisor. His industry insight and leadership will be invaluable as Quor embarks on its next phase of growth. Manav comments, “the merger could not happen at a more opportune time – we have seen increased volatility across asset classes, greater desire of customers to hedge their risk, and substantial supply chain disruption; all of which leaves the market yearning for solutions from Eka and Quor.”

Steve Hughes, CEO of Quor, commented on the strategic synergies, stating, “I believe joining forces with Eka is a game-changer for us and our customers. I am keen to partner with Manav and his decades of knowledge to drive the CTRM industry forward into a new era of growth and success.”

Jefferies LLC acted as financial advisor and DLA acted as legal advisor to STG. Tree Line Capital Partners provided debt financing to support the acquisition.

About Quor Group
Quor is a provider of CTRM software to the global commodity markets with a specialty in metals. The Company provides end-to-end trade management across the entire CTRM value chain, supplying functionality for both physical and financial trade through to risk management, settlement, and post-trade reporting.

About Eka
Eka Software Solutions is a global provider of digital commodity management solutions to the commodity trading industry. With its cutting-edge technology and comprehensive suite of services, Eka empowers businesses to manage risk, improve profitability, and enhance operational efficiencies.

About STG
STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies.

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Rob Chase, Chief Executive Officer of the Company, stated that “The successful completion of this transaction marks an important moment in the evolution of MediaValet. As we embark on this new chapter with STG, we are united by our shared mission to provide best-in-class enterprise digital asset management solutions to our valued customers.”

Andrew Shen, Chairman of the Company’s Board of Directors, added “We extend our deepest gratitude to our shareholders for their unwavering support and confidence in our journey. We wish the very best of luck and success to Rob, Dave, and the STG team as they lead the Company into its next phase of growth and innovation.”

Umang Kajaria, Managing Director, Co-Lead of STG Allegro Fund, added “We look forward to partnering with the MediaValet team on the next stage of the company’s growth and to continue innovating and delivering a leading digital asset management solution to customers.”

With the Arrangement now complete, MV’s Shares are expected to be delisted from the Toronto Stock Exchange (the “TSX”) shortly after the date hereof. The Company also will apply to cease to be a reporting issuer under applicable Canadian securities laws.

Disclosure under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

Upon completion of the Arrangement, the Purchaser holds 43,854,216 Shares, representing 100% of the issued and outstanding Shares. Prior to the completion of the Arrangement, the Purchaser did not hold any issued and outstanding Shares, representing a 0% securityholding in such class of securities. The head office of MV is located at 505 – 990 Homer Street, Vancouver, British Columbia V6B 2X7. The registered office of the Purchaser is 4200 Bankers Hall West, 888 3rd Street S.W., Calgary, Alberta T2P 5C5.

Action Required by MV Shareholders

Registered shareholders of the Company are reminded to submit a duly completed letter of transmittal and, as applicable, the certificate(s) and/or DRS advice(s) representing their Shares to TSX Trust Company. Registered shareholders who have questions or require assistance can contact TSX Trust Company toll free at 1-800-387-0825 in North America, or at 416-682-3860 outside North America, or by email at shareholderinquiries@tmx.com.

For additional details regarding the Arrangement see MV’s management information circular dated February 26, 2024, a copy of which can be found under MV’s profile on SEDAR+ at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to when MV’s common shares will be de-listed from the TSX and MV will cease to be a reporting issuer under applicable Canadian securities laws, and other statements that are not material facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Although the Company believes that the forward-looking statements in this press release are based on information and assumptions that are reasonable, these forward-looking statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements.

The Company cautions investors not to rely on the forward-looking statements contained in this press release when making an investment decision in their securities. Investors are encouraged to read the Company’s filings available under its profile on SEDAR+ at www.sedarplus.ca for a discussion of the applicable risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release and the Company undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.

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MediaValet Inc. (TSX: MVP) (“MV” or the “Company”), a leading provider of enterprise digital asset management (DAM), video content management and creative operations software, is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which, subject to shareholder and other customary approvals, an affiliate (the “Purchaser”) of STG will acquire all of the issued and outstanding common shares of the Company (each, a “Share”) for $1.71 per Share in cash (the “Consideration”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Transaction”).

The Transaction values MV at approximately $80 million and the Consideration represents a 30% premium to the closing price of the Shares on the Toronto Stock Exchange (“TSX”) on January 23, 2024.

“MediaValet stands at the forefront of the enterprise digital asset management, video management and creative operations industries. Our focus on providing an easy-to-use, highly secure and high-performance solution has allowed our over 70,000 end users to drive collaboration and compliance, resulting in ARR growing more than 5x over the last five years. By partnering with STG, a proven technology investor with a track record in building market-leading companies, we are positioning MediaValet for continued innovation, and an exciting future for both our dedicated employees and over 500 customers around the world,” said Rob Chase, Chief Executive Officer of MediaValet.

Andrew Shen, Chairman of MediaValet’s Board of Directors, added: “After careful consideration, we are pleased to unanimously recommend this transaction that provides a premium valuation and immediate cash value to all shareholders. Given STG’s extensive experience in marketing technology, we believe they will be a fantastic partner for MediaValet going forward.”

“In this world of ever-increasing content, MediaValet stands out as a leading DAM solution that allows companies and brands to organize, manage and collaborate within their asset libraries in ways that drive immediate ROI and compliance,” said Umang Kajaria, Managing Director, Co-Lead of STG Allegro Fund. “We are impressed by MediaValet’s robust product, customer focus and culture of innovation, and are excited to partner with Rob and the MediaValet management team to continue delivering best-in-class solutions and support for our customers.”

Transaction Highlights:

Attractive Premium to Shareholders: The Consideration of $1.71 per Share represents a premium of 30% and 22% to the Company’s closing price and 20-day volume-weighted average price, respectively, per Share on the TSX for the period ending on January 23, 2024.

Certainty of Value and Liquidity: The $1.71 per Share cash consideration to holders of MV shares (“Shareholders”) provides immediate liquidity and certainty of value.

Limited Conditions to Closing: STG’s obligation to complete the Transaction is subject to a limited number of closing conditions that the board of directors of MV (the “Board”) believes are reasonable in the circumstances. Completion of the Transaction is not subject to any financing condition. STG is a credible purchaser with significant financial capacity and a strong track-record of investing in technology companies.

Transaction Summary

Under the terms of the Transaction, Shareholders will receive $1.71 in cash per Share held. Pursuant to the terms of the Arrangement Agreement, each Share purchase warrant (a “Warrant”) outstanding immediately prior to the effective time of the Arrangement will be cancelled in exchange for a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant.

The Transaction will be subject to the approval of at least (i) two-thirds of the votes cast by Shareholders present in person or represented by proxy at a special meeting (the “Meeting”) of Shareholders and holders of Warrants (“Warrantholders”), (ii) two-thirds of the votes cast at the Meeting by Shareholders and Warrantholders, voting together as a single class, present in person or represented by proxy at the Meeting, and (iii) as the Transaction is a “business combination” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting excluding votes attached to Shares required to be excluded under MI 61-101 (collectively, the “Shareholder Approval”). The Meeting is expected to be held in March 2024.

In connection with the Transaction, each of the officers and directors of MV, and Shen Capital and its affiliates, the Company’s largest Shareholder, holding in aggregate approximately 34.2% of the issued and outstanding Shares, have entered into voting and support agreements with the Purchaser, pursuant to which they have agreed to, among other things, vote their Shares and Warrants in favour of the Transaction.

In addition to Shareholder Approval, the Transaction is subject to approval by the Court of King’s Bench of Alberta (the “Court”) and certain other regulatory approvals, as well as the satisfaction of certain other customary closing conditions for a transaction of this nature. The Arrangement Agreement contains customary non-solicitation, “fiduciary out” and “right to match” provisions, as well as a $4.0 million termination fee payable to the Purchaser if the Arrangement Agreement is terminated in certain circumstances.

Subject to the satisfaction or waiver, where permitted, of all conditions to closing, the Transaction is expected to close in Q1 2024. In connection with and subject to the closing of the Transaction, MV will apply to have its Shares delisted from the TSX and MV will apply to cease to be a reporting issuer under Canadian securities laws. The Transaction is not subject to a financing condition.

Further details of the Transaction and the Arrangement Agreement will be set out in the management information circular (the “Circular”) that will be prepared and mailed to Shareholders and Warrantholders in connection with the Meeting, and which will be filed by the Company under its issuer profile on SEDAR+ at www.sedarplus.ca. Unless otherwise noted, all references to “$” in this press release are to Canadian dollars.

Board of Directors’ Recommendation and Fairness Opinions

After receiving legal and financial advice, including the fairness opinion referred to below, and considering a number of factors, and after receiving the unanimous recommendation of the special committee of the Board, the Board has unanimously approved the Transaction and recommends that Shareholders vote in favour of the Transaction.

The Board has received an oral fairness opinion from TD Securities Inc. which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as TD Securities Inc., considered relevant, the Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders. A copy of the fairness opinion will be included in the Circular.

Advisors

TD Securities Inc. is acting as exclusive financial advisor and McMillan LLP is acting as legal advisor to the Company in connection with the Transaction. Stikeman Elliott LLP is acting as legal advisor to STG.

About MediaValet, Inc.

MediaValet stands at the forefront of the enterprise, cloud-native, software-as-a-service digital asset management video content management, and creative operations industries. Built exclusively on Microsoft Azure and available across 61 Microsoft data center regions in 140 countries around the world, MV delivers unparalleled enterprise-class security, reliability, redundancy, compliance, and scalability while offering the largest global footprint of any DAM solution. In addition to providing enterprise, cloud-native DAM capabilities at a global scale, desktop-to-server-to-cloud support for creative teams, and overall cloud redundancy and management for all source, WIP, and final assets, MV offers industry-leading integrations into Slack, Adobe Creative Suite, Microsoft Office 365, Wrike, Drupal, WordPress and many other best-in-class 3rd party applications.

Follow MediaValet: Blog, Twitter and LinkedIn
Surf: www.mediavalet.com

About STG Partners, LLC

STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies.

For further information, please contact:

Corporate Office
Rob Chase, President & CEO | rob.chase@mediavalet.com | (604) 688-2321
Dave Miller, CFO | dave.miller@mediavalet.com | (604) 688-2321

Investor Relations
Babak Pedram | babak.pedram@mediavalet.com | (416) 646-6779

FORWARD LOOKING STATEMENTS

Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the rationale of the special committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Arrangement, the timing of various steps to be completed in connection with the Arrangement, and other statements that are not material facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Although the Company believes that the forward-looking statements in this press release are based on information and assumptions that are reasonable, including assumptions that parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, these forward-looking statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Arrangement; (d) risks relating to the Company’s ability to retain and attract key personnel during the interim period; (e) the potential of a third party making a superior proposal to the Arrangement; (f) risks related to diverting management’s attention from the Company’s ongoing business operations; and (g) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement.

The Company cautions investors not to rely on the forward-looking statements contained in this press release when making an investment decision in their securities. Investors are encouraged to read the Company’s filings available under its profile on SEDAR+ at www.sedarplus.ca for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release and the Company undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.

info
SOURCE: MediaValet Inc.

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Under the terms of the merger agreement, Avid stockholders will receive $27.05 per share. As a result of the completion of this transaction, Avid common stock will cease trading prior to the opening of trading on November 7, 2023, and will no longer be listed on the Nasdaq Stock Market. Avid will operate as a privately-held company and remain headquartered in Burlington, Massachusetts.

“By becoming a private company, we believe Avid will be able to achieve the speed of innovation, scale and performance required for us to continue leading the industry forward,” said Jeff Rosica, Avid’s Chief Executive Officer and President. “Combined with their significant operational and financial resources, STG brings deep investment experience in the technology sector that will accelerate the achievement of Avid’s strategic vision, building on the momentum of our successful ongoing transformation achieved over the past several years.”

“We are excited to begin the next phase of Avid’s journey. Avid’s solutions are integral to content creation and management workflows across the film, television and music markets. Building on Avid’s established leadership position, we look forward to accelerating Avid’s growth trajectory through a deep focus on innovation and delivering enhanced customer value,” said William Chisholm, Managing Partner, and Patrick Fouhy, Principal, of STG.

Advisors
Goldman Sachs & Co. LLC served as financial advisor to Avid, and Sidley Austin LLP served as legal counsel to Avid. Rothschild & Co. served as financial advisor to STG, and Paul Hastings LLP served as legal counsel to STG. Sixth Street Partners and Silver Point provided debt financing in support of the transaction.

Cautionary Statement Regarding Forward-Looking Statements
Certain information provided in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements regarding our future financial performance or position, results of operations, business strategy, plans and objectives of management for future operations, expected duration of challenges to audio gross margin, anticipated effects of cost management and pricing initiatives and other statements that are not historical fact. You can identify forward-looking statements by their use of forward-looking words such as “may”, “will”, “anticipate”, “expect”, “believe”, “estimate”, “intend”, “plan”, “should”, “seek”, or other comparable terms.

Readers of this press release should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements.

These risks, uncertainties and factors include, but are not limited to: the effect of the continuing worldwide macroeconomic uncertainty and its impacts, including inflation, market volatility, and fluctuations in foreign currency exchange and interest rates on our business and results of operations, including impacts related to acts of war, armed conflict and cyber conflict, such as for example, the Russian invasion of Ukraine, and related international sanctions and reprisals; risks related to the availability and prices of raw materials, including any negative effects caused by inflation, armed conflict and related sanctions, weather conditions or health pandemics; disruptions, inefficiencies, and/or complications in our operations and/or dynamic and unpredictable global supply chain, including cost increases, interruptions, delays, complications and other impacts related to armed conflict and/or cyber conflict and related international sanctions and reprisals; economic, social and political instability, security concerns and the risk of war, armed conflict and/or cyber conflict, particularly originating in, and complicated by, areas of heightened geopolitical tension and open conflict such as Ukraine, where we have outsourced research and development activities, Russia and bordering territories; our liquidity; our ability to execute our strategic plan, including our cost saving strategies, and to meet customer needs; our ability to retain and hire key personnel; our ability to produce innovative products in response to changing market demand, particularly in the media industry; our ability to successfully accomplish our product development plans; competitive factors; history of losses; fluctuations in our revenue based on, among other things, our performance and risks in particular geographies or markets; the impact of changes in accounting treatment interpretations over time; our higher indebtedness and ability to service it and meet the obligations thereunder; our ability to mitigate and remediate material weaknesses in our internal controls; restrictions in our credit facilities; our move to a subscription model and related effect on our revenues and ability to predict future revenues; fluctuations in subscription and maintenance renewal rates; elongated sales cycles; seasonal factors; other adverse changes in external economic conditions; variances in our revenue backlog and the realization thereof; the costs, disruption and diversion of management’s attention due to armed conflict and/or cyber conflict and related international sanctions and reprisals; the possibility of legal proceedings adverse to our Company; and other risks described in our reports filed from time to time with the U.S. Securities and Exchange Commission. Moreover, the business may be adversely affected by future legislative, regulatory or other changes, including tax law changes, as well as other economic, business and/or competitive factors. The risks included above are not exhaustive. We caution readers not to place undue reliance on any forward-looking statements included in this press release which speak only as to the date of this press release. We undertake no responsibility to update or revise any forward-looking statements, except as required by law.

Avid Powers Greater Creators
People who create media for a living become greater creators with Avid’s award-winning technology solutions to make, manage and monetize today’s most celebrated video and audio content—from iconic movies and bingeworthy TV series, to network news and sports, to recorded music and the live stage. What began more than 30 years ago with our invention of nonlinear digital video editing has led to individual artists, creative teams and organizations everywhere subscribing to our powerful tools and collaborating securely in the cloud. We continue to re-imagine the many ways editors, musicians, producers, journalists and other content creators will bring their stories to life. Discover the possibilities at avid.com and join the conversation on social media with the multitude of brilliant creative people who choose Avid for a lifetime of success.

About STG
STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.STG.com.

The post STG Completes Acquisition of Avid Technology appeared first on STG.

Transaction Represents 32.1% Premium to Avid’s Unaffected Share Price on May 23, 2023

Avid to Become a Privately Held Company Upon Completion of the Transaction

Avid® (NASDAQ: AVID), a leading technology provider that powers the media and entertainment industry, today announced that it has entered into a definitive agreement to be acquired by an affiliate of STG in an all-cash transaction valuing Avid at approximately $1.4 billion, inclusive of Avid’s net debt. Under the terms of the agreement, Avid stockholders will receive $27.05 in cash for each share of Avid common stock. The cash purchase price represents a premium of 32.1% over the Company’s unaffected closing share price on May 23, 2023, the last full trading day prior to media speculation regarding a potential sale of the Company.

“Since our founding over 30 years ago, Avid has delivered technology that enables individuals and enterprises who create media for a living to make, manage and monetize today’s most celebrated video and audio content across the globe. We are pleased to announce this transaction with STG, who share our conviction and excitement in delivering innovative technology solutions to address our customers’ creative and business needs,” said Jeff Rosica, Avid’s Chief Executive Officer and President. “STG’s expertise in the technology sector and significant financial and strategic resources will help accelerate the achievement of our strategic vision, building on the momentum of our successful transformation achieved over the past several years. This transaction represents the start of an exciting new chapter for Avid, our customers, our partners and our team members and is a testament to the importance of Avid and our solutions in powering the media and entertainment industry.”

John P. Wallace, Chairman of the Avid Board of Directors, said, “This transaction is the result of a comprehensive review of strategic alternatives for Avid. Upon closing, this transaction will deliver immediate, significant and certain value to our stockholders. After carefully evaluating a variety of options, the Board determined that this transaction is in the best interests of Avid and its stockholders.”

William Chisholm, Managing Partner of STG added, “STG has admired Avid’s heritage as a category creator and pioneer in the media and entertainment software market for many years. We are excited to partner with Jeff and the management team to build on the Company’s history of delivering differentiated and innovative content creation and management software solutions. We look forward to leveraging our experience as software investors to accelerate Avid’s growth trajectory with a deep focus on technological innovation and by delivering enhanced value for Avid’s customers.”

Transaction Details

The transaction was unanimously approved by Avid’s Board of Directors and is expected to close during the fourth quarter of 2023, subject to Avid stockholder approval, regulatory approvals and other customary closing conditions. The transaction will be financed through a combination of equity and debt financing and is not subject to a financing condition. Upon completion of the transaction, Avid will become a privately-held company, and its common stock will no longer be traded on Nasdaq.

For further information regarding the terms and conditions contained in the definitive transaction agreement, please see Avid’s current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission in connection with the transaction.

Second Quarter 2023 Results

Avid today will announce its financial results for the second quarter of 2023, which ended on June 30, 2023. The press release will be available on the Investor Relations section of the company’s website and the website of the U.S. Securities and Exchange Commission. In light of today’s announced transaction, Avid is cancelling its previously scheduled earnings conference call.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Avid, and Sidley Austin LLP is serving as legal counsel. Rothschild & Co is serving as financial advisor to STG, and Paul Hastings LLP is serving as legal counsel to STG. Sixth Street Partners and Silver Point are providing committed debt financing in support of the transaction.

Avid Powers Greater Creators

People who create media for a living become greater creators with Avid’s award-winning technology solutions to make, manage and monetize today’s most celebrated video and audio content—from iconic movies and bingeworthy TV series, to network news and sports, to recorded music and the live stage. What began more than 35 years ago with our invention of nonlinear digital video editing has led to individual artists, creative teams and organizations everywhere subscribing to our powerful tools and collaborating securely in the cloud. We continue to re-imagine the many ways editors, musicians, producers, journalists and other content creators will bring their stories to life. Discover the possibilities at avid.com and join the conversation on social media with the multitude of brilliant creative people who choose Avid for a lifetime of success.

About STG

STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.STG.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the expectations of Avid (the “Company”) regarding the benefits of the proposed transaction and the anticipated timing of the consummation of the proposed transaction. These statements are based on the Company’s current expectations of future events and may include words such as “anticipate,” “believe,” “confidence,” “could,” “estimate,” “expect,” “feel,” “intend,” “may,” “plan,” “should,” “seek,” “will” and “would,” or other comparable terms, but the absence of these words does not mean a statement is not forward-looking. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner, or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including, without limitation, the receipt of stockholder and regulatory approvals; (iii) unanticipated difficulties or expenditures relating to the proposed transaction; (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s plans, business relationships, operating results and operations; (v) potential difficulties retaining employees as a result of the announcement and pendency of the proposed transaction; (vi) the response of customers, channel partners and suppliers to the announcement of the proposed transaction; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) legal proceedings, including those that may be instituted against the Company, its board of directors, its executive officers or others following the announcement of the proposed transaction; and (ix) risks regarding the failure to obtain the necessary financing to complete the proposed transaction. The foregoing list is not exhaustive, and readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023, and other reports and documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at www.sec.gov and ir.avid.com. Forward-looking statements speak only as of the date of this press release. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Avid Technology, Inc. (the “Company”), Artisan Bidco, Inc. (“Parent”) and Artisan Merger Sub, Inc., whereby the Company would become a wholly-owned subsidiary of Parent. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval. The proposed transaction will be submitted to the stockholders of the Company for their consideration at a special meeting of the stockholders. In connection therewith, the Company intends to file a proxy statement and other relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A, which will be mailed or otherwise disseminated to the stockholders of the Company as of the record date established for voting on the proposed transaction. The Company may also file other relevant documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, stockholders of the Company may obtain free copies of the documents filed with the SEC by directing a request through the Investor Relations portion of the Company’s website at https://ir.avid.com or by mail to Avid Technology, Inc. 75 Blue Sky Drive, Burlington, MA 01803, Attention: Whit Rappole, Investor Relations.

Participants in the Solicitation

The Company and its directors, its executive officers and certain other members of Company management and Company employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company’s definitive proxy statement on Schedule 14A for the 2023 annual meeting of the stockholders of the Company, filed with the SEC on April 28, 2023 and in subsequent documents filed with the SEC, each of which is (or, when filed will be) available free of charge from the sources indicated above. Other information regarding the participants in the solicitation of proxies from the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.

Contacts:

Avid

Investors:
ir@Avid.com

Media:
Jim.Sheehan@Avid.com

Danya Al-Qattan/Ben Spicehandler/Warren Rizzi
FGS Global
Avid@fgsglobal.com

STG

Media:
Gloria Consola
pr@STG.com
650-935-9500

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Wrike, a leader in collaborative work management, today announced the completion of its recapitalization and ownership transition to Symphony Technology Group (STG), a private equity firm specializing in software, data and analytics.  Under the terms of the deal, Vista Equity Partners and Elliott Investment Management L.P. will transfer full ownership of Wrike to STG, marking the final chapter in Wrike’s reestablishment as a private company.

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Under the terms of the merger agreement, Momentive shareholders will receive $9.46 per share. As a result of the completion of this transaction, Momentive common stock will cease trading and will no longer be listed on the Nasdaq Stock Market. Momentive will operate as a privately held company and remain headquartered in San Mateo, California.

“We are excited to begin the journey. The iconic SurveyMonkey platform is a market-leading brand full of capability and innovation potential,” said J.T. Treadwell, Managing Director at STG. “We’re thrilled to partner with the company to continue delivering innovative, world-class solutions that meet the needs of everyone from the individual to the enterprise.”

Advisors

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STG (the “Firm”), a leading private equity firm focused on investing in software and software-enabled technology services businesses, is pleased to announce the final closing of STG VII (“Fund VII”) with total capital commitments of $4.2 billion, including approximately $4.0 billion of limited partner commitments. Fund VII is STG’s largest fund to date, more than double the size of Fund VI, receiving strong support from both existing investors and an expanded base of new investors globally. Fund VII was oversubscribed at its hard cap, successfully completing the fundraise above its $3 billion target in under five months.

For more than 20 years, STG has been an operationally focused partner to over 50 global enterprise software companies, helping to drive their transformations. Since Symphony’s founding in 2002, STG has demonstrated its continued ability to drive operational efficiencies, top-line enhancement, and breakout innovation within its portfolio companies. STG has raised nearly $10 billion across its private equity investment funds and has completed more than 100 investments, including both platform and add-on investments.

STG VII received strong support from existing investors, as well as a diverse group of new investors that includes public and corporate pensions, insurance companies, endowments and foundations, family offices, consultants, and asset managers from North America, Europe, the Middle East, and Asia.

On behalf of the leadership team of the Firm, William Chisholm, Managing Partner and Chief Investment Officer, commented: “We are incredibly grateful to our existing and new investors for their support, especially given the context of the challenging fundraising environment and uncertain macro backdrop. We have made meaningful investments in our people and platform in recent years, and we believe Fund VII is very well positioned to be a leading partner to growing software companies.”

Evercore Private Funds Group acted as STG’s exclusive global placement agent, and Kirkland & Ellis, LLP served as fund counsel.

About STG

STG is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.stg.com.

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