Mr. Rob Chase reports

MEDIAVALET ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY AN AFFILIATE OF STG IN AN ALL-CASH TRANSACTION

MediaValet Inc. has entered into an arrangement agreement pursuant to which, subject to shareholder and other customary approvals, an affiliate of STG Partners LLC will acquire all of the issued and outstanding common shares of the company for $1.71 per share in cash pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta).

The transaction values MediaValet at approximately $80-million and the consideration represents a 30-per-cent premium to the closing price of the shares on the Toronto Stock Exchange on Jan. 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 [annual recurring revenue] growing more than five times 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 [digital asset management] solution that allows companies and brands to organize, manage and collaborate within their asset libraries in ways that drive immediate ROI [return on investment] 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 per cent and 22 per cent to the company's closing price and 20-day volume-weighted average price, respectively, per share on the Toronto Stock Exchange for the period ending on Jan. 23, 2024.
• Certainty of value and liquidity: The $1.71-per-share cash consideration to holders of MediaValet shares 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 MediaValet 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 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 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 of shareholders and holders of warrants; (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, 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. The meeting is expected to be held in March, 2024.

In connection with the transaction, each of the officers and directors of MediaValet as well as Shen Capital and its affiliates, the company's largest shareholder, holding in aggregate approximately 34.2 per cent 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 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-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, MediaValet will apply to have its shares delisted from the TSX and MediaValet 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 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+.

Board of directors recommendation and fairness opinions

After receiving legal and financial advice, including the fairness opinion referred to herein, 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 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.

Advisers

TD Securities is acting as exclusive financial adviser and McMillan LLP is acting as legal adviser to the company in connection with the transaction. Stikeman Elliott LLP is acting as legal adviser 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 centre regions in 140 countries around the world, MediaValet 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 (work in progress) and final assets, MediaValet offers industry-leading integrations into Slack, Adobe Creative Suite, Microsoft Office 365, Wrike, Drupal, WordPress and many other best-in-class third party applications.

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.

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