Subject: News Release for Immediate Dissemination
Word Document
File: '\\swfile\EmailIn\20240327 151551 Attachment MediaValet - News Release - Special Meeting Results - draft.docx'
PRESS RELEASE
LEGAL_43393336.3
LEGAL_43393336.3
MediaValet Announces Securityholder Approval of Arrangement with Affiliate of STG Partners
Vancouver, BC - March 27, 2024 - MediaValet Inc. (TSX-V: MVP) ("MediaValet" or the "Company"), a leading provider of enterprise digital asset management ("DAM") and creative operations software, announces that at the special meeting (the "Meeting") of holders of common shares ("Shareholders") and warrants ("Warrantholders" and collectively the "Securityholders") held today, the Securityholders voted in favour of the special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement") with an affiliate of STG Partners LLC (the "Purchaser"). The Purchaser will acquire all of the issued and outstanding common shares of MediaValet for cash consideration of $1.71 per Share.
Shareholders holding a total of 34,857,538 Shares were represented in person or by proxy at the Meeting, which constituted a quorum of Shareholders, who represented 79.5% of the 43,846,966 issued and outstanding Shares entitled to vote as of February 23, 2024, the record date for the Meeting.
The Arrangement Resolution required the approval of at least (i) two-thirds (66 ⅔%) of the votes cast by the Shareholders; (ii) two-thirds (66 ⅔%) of the votes cast by the Securityholders, voting together as a single class; and (iii) a majority of the votes cast by Shareholders, excluding votes from certain Shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Of the votes cast at the Meeting, 89.84% of the votes cast by Shareholders (85.74% after excluding Shares required to be excluded under MI 61-101) and 90.57% of the votes cast by Securityholders voting as a single class were in favour of the Arrangement Resolution.
The Company will seek a final order from the Court of King's Bench in Alberta to approve the Arrangement on March 28, 2024 (the "Final Order"). Completion of the Arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the Final Order. Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the Arrangement will be completed on April 2, 2024. Following completion of the Arrangement, it is expected that the common shares of MediaValet will be delisted from the Toronto Stock Exchange (the "TSX").
About MediaValet Inc.
MediaValet stands at the forefront of the cloud-native, software-as-a-service, enterprise DAM solutions, 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, 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, overall cloud redundancy and management for all source, WIP, 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 3rd 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.
For further information, please contact:
Rob Chase
Tel: (604) 688-2321
rob.chase@mediavalet.com
Dave Miller
Tel: (519) 498-9989
dave.miller@mediavalet.com
Babak Pedram
Tel: (416) 646-6779
babak.pedram@mediavalet.com
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 and shareholder 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 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.
PDF Document
File: Attachment MVP-Post-AGM-NR.pdf
PRESS RELEASE
MediaValet Announces Securityholder Approval of
Arrangement with Affiliate of STG Partners
Vancouver, BC March 27, 2024 MediaValet Inc. (TSX-V: MVP) ("MediaValet" or the "Company"), a leading
provider of enterprise digital asset management ("DAM") and creative operations software, announces that at
the special meeting (the "Meeting") of holders of common shares ("Shareholders") and warrants
("Warrantholders" and collectively the "Securityholders") held today, the Securityholders voted in favour of the
special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement
(the "Arrangement") with an affiliate of STG Partners LLC (the "Purchaser"). The Purchaser will acquire all of the
issued and outstanding common shares of MediaValet for cash consideration of $1.71 per Share.
Shareholders holding a total of 34,857,538 Shares were represented in person or by proxy at the Meeting, which
constituted a quorum of Shareholders, who represented 79.5% of the 43,846,966 issued and outstanding Shares
entitled to vote as of February 23, 2024, the record date for the Meeting.
The Arrangement Resolution required the approval of at least (i) two-thirds (66 %) of the votes cast by the
Shareholders; (ii) two-thirds (66 %) of the votes cast by the Securityholders, vo ng together as a single class;
and (iii) a majority of the votes cast by Shareholders, excluding votes from certain Shareholders as required under
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Of the votes cast at the Meeting, 89.84% of the votes cast by Shareholders (85.74% after excluding Shares
required to be excluded under MI 61-101) and 90.57% of the votes cast by Securityholders voting as a single class
were in favour of the Arrangement Resolution.
The Company will seek a final order from the Court of King's Bench in Alberta to approve the Arrangement on
March 28, 2024 (the "Final Order"). Completion of the Arrangement is subject to the satisfaction of customary
closing conditions for a transaction of this nature, including receipt of the Final Order. Subject to the satisfaction
(or waiver) of the conditions precedent, it is expected that the Arrangement will be completed on April 2, 2024.
Following completion of the Arrangement, it is expected that the common shares of MediaValet will be delisted
from the Toronto Stock Exchange (the "TSX").
About MediaValet Inc.
MediaValet stands at the forefront of the cloud-native, software-as-a-service, enterprise DAM solutions, 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, 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, overall cloud redundancy and management for all source, WIP, 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 3rd 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.
For further information, please contact:
Rob Chase
Tel: (604) 688-2321
rob.chase@mediavalet.com
Dave Miller
Tel: (519) 498-9989
dave.miller@mediavalet.com
Babak Pedram
Tel: (416) 646-6779
babak.pedram@mediavalet.com
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 and shareholder 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 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.
PRESS RELEASE
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.
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