MediaValet Announces Mailing and Filing of Circular for Special Meeting of Securityholders to Approve Arrangement with an Affiliate of STG Partners

• MediaValet Shareholders to receive cash payment of $1.71 per Share – representing a premium of approximately 30% to the closing price per Share on the last trading day immediately prior to the announcement of the Arrangement and a transaction value multiple of 4.5x ARR as of December 31, 2023
• Provides Shareholders with immediate liquidity and certainty of value
• MediaValet’s Board unanimously recommends that Securityholders vote FOR the Arrangement at the Meeting

Vancouver, British Columbia–(Newsfile Corp. – February 28, 2024) – MediaValet Inc. (TSX: MVP) (“MediaValet” or the “Company“) is pleased to announce that the Company’s management information circular (the “Circular“) and other meeting materials (together, the “Meeting Materials“), prepared in connection with the previously announced arrangement whereby an affiliate (the “Purchaser“) of STG Partners LLC (“STG“) will acquire all of the issued and outstanding common shares of the Company (each, a “Share“) for C$1.71 per Share in cash (the “Consideration“) pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“), are expected to be mailed to holders of Shares (“Shareholders“) and warrants to acquire Shares (“Warrantholders” and, together with the Shareholders, the “Securityholders“) by February 28, 2024.

The special meeting of Securityholders (the “Meeting“) is scheduled to be held at 10:00 am (Vancouver time) on March 27, 2024. The closing of the Arrangement is expected to occur on or about April 1, 2024. Further details regarding the Meeting, including how Securityholders can access, attend, and/or vote at the Meeting, are included in the Meeting Materials. Securityholders are reminded to vote before the proxy cut-off of 10:00 a.m. (Vancouver time) on March 25, 2024.

All Securityholders are encouraged to read the Circular and accompanying Meeting Materials, as applicable, regarding the Arrangement, which will be mailed to Securityholders of record as of February 23, 2024 and will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca . The Meeting Materials will also be available on MediaValet’s website at www.mediavalet.com . The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by both the Board of Directors (the “Board“) and its special committee (the “Special Committee“) comprised of a majority of independent directors, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable for Shares and Warrants under the Arrangement, and procedures for voting at the Meeting. Securityholders are urged to carefully review the Circular and accompanying Meeting Materials as they contain important information regarding the Arrangement and its consequences to Securityholders.

Selected Reasons for the Arrangement

• Attractive Consideration. The Consideration payable under the Arrangement represents:
  • a premium of approximately 30% to the closing price per Share on the TSX on January 23, 2024 (being the last trading day immediately prior to the announcement of the Arrangement);
  • a premium of approximately 22% to the 20-day volume-weighted average price per Share on the TSX for the period ended on January 23, 2024; and
  • a transaction value multiple of 4.5x annual recurring revenue (“ARR“) based on approximately $18 million of ARR as of December 31, 2023.

• Certainty of Value and Liquidity. The Consideration is all cash, which provides Shareholders with immediate liquidity and certainty of value.

• Value Supported by a Fairness Opinion. The Board and Special Committee received a fairness opinion from TD Securities Inc. to the effect that, based upon and subject to the assumptions, limitations and qualifications contained in such opinion, and such other matters as TD Securities Inc., considered relevant, as of the date of such opinion, the consideration of C$1.71 to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders.

• Director & Officer Support. Directors and officers of the Company, who collectively hold approximately 34.1% of the issued and outstanding Shares and 85.71% of the issued and outstanding Warrants, have entered into Voting and Support Agreements pursuant to which, and subject to the terms thereof, each has agreed to vote in favour of the Arrangement.

• Limited Conditions to Closing. STG’s obligation to complete the Arrangement is subject to a limited number of closing conditions that the Board believes are reasonable in the circumstances. Completion of the Arrangement 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.

• Attractive Transaction Relative to Alternatives. After consultation with its financial and legal advisors, and after taking into account other strategic opportunities reasonably available to the Company, including the continued execution of its stand-alone plan, and the experience of the Company from its previous strategic process, in each case taking into account the potential benefits, risks and uncertainties associated with those other opportunities, the Special Committee and the Board believes that the Arrangement represents the Company’s best alternative for maximizing Shareholder value.

YOUR VOTE IS IMPORTANT. VOTE TODAY.

The Board of Directors of MediaValet UNANIMOUSLY recommends that Securityholders vote FOR the Arrangement.

RECEIPT OF INTERIM ORDER

MediaValet is also pleased to announce that on February 27, 2024, the Company received an interim order from the Court of King’s Bench (Alberta) regarding the Arrangement (the “Interim Order“). The Interim Order authorizes MediaValet to proceed with various matters, including the holding of the Meeting to consider and vote on the Arrangement.

MEDIAVALET SPECIAL MEETING

The Meeting is scheduled for 10:00 a.m. (Vancouver time) on March 27, 2024. At the Meeting, Securityholders will be asked to consider and vote on the resolution to approve the Arrangement, whereby, among other things, the Purchaser would acquire all of the issued and outstanding Shares in exchange for the Consideration.

How to Vote

A proxy form or voting instruction form will accompany the Meeting Materials that the Securityholders receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial Shareholder or a registered Securityholder of the Company, are provided in the Circular.

If you are a registered Securityholder, we encourage you to take the time now to complete, sign, date and return the enclosed form(s) of proxy by no later than 10:00 a.m. (Vancouver time) on March 25, 2024 (or 48 hours prior to the time of any adjournment or postponement of the Meeting), to ensure that your Shares and/or Warrants will be voted at the Meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Shares.

About MediaValet Inc.

MediaValet stands at the forefront of the cloud-native, software-as-a-service, enterprise 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.

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

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 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 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.

This news release also makes reference to certain key performance indicators (“KPIs”) that are not recognized measures under IFRS and do not have a standardized meaning prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board and may not be comparable to similar measures presented by other companies. Accordingly, these KPIs should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company monitors KPIs, including “ARR”, to help it evaluate its business, measure our performance, identify trends affecting its business and formulate strategic plans. In this news release “ARR” means annual recurring revenue; and represents the sum of the annualized recurring subscription and service fees from existing customer contracts or commitments as of the reporting period end date. For information on KPIs, please refer to the section entitled “Key Performance Indicators” in MedaValet’s management’s discussion and analysis for the three and nine months ended September 30, 2023, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/199817