Mr. Chris Klimmer of SeaChange reports

SEACHANGE ANNOUNCES AN AGREEMENT TO BE ACQUIRED BY ENGHOUSE AND TERMINATION OF PREVIOUSLY ANNOUNCED PROPOSED ACQUISITION BY PARTNER ONE

SeaChange International Inc. has entered into an asset purchase agreement under which an affiliate of Enghouse Systems Ltd. will acquire substantially all of SeaChange's assets related to its product and service business and will assume certain liabilities for a total purchase price of $39-million, less SeaChange's cash and cash equivalents at closing. The company currently expects the transaction will result in net proceeds to SeaChange of between $21-million to $23-million upon closing.

The Enghouse asset sale, which has been approved by SeaChange's board of directors, is subject to various terms and closing conditions, including approval by a majority of the shares of SeaChange's outstanding common stock. Subject to such closing conditions, closing is expected to occur in early May, 2024.

"When we set out to identify a strategic partner for SeaChange, our two key goals were to maximize stockholder value and to find a larger home for the SeaChange assets within which the business could scale. With Enghouse's commitment to SeaChange and their customer-centric vision for the business, both goals are met. Enghouse has a remarkable track record of embedding software businesses into their highly efficient operational framework, and we are looking forward to seeing SeaChange thrive within the Enghouse family," said Chris Klimmer, chief executive officer at SeaChange.

Similar to the Partner One transaction (as defined and discussed below), following closing, the company will retain its cash and cash equivalents, and U.S. and state net operating loss carryforwards, which may be available to offset future tax income. The Enghouse purchase agreement also contains a termination fee payable to Enghouse in connection with the termination of the Enghouse purchase agreement under certain circumstances, such as consummation of an alternative acquisition transaction in connection with a superior proposal (as defined in the Enghouse purchase agreement). However, the termination fee in the Enghouse purchase agreement is $1.3-million.

In addition, similar to the Partner One transaction, concurrently with the execution of the Enghouse purchase agreement, a significant stockholder of the company, that cumulatively owns approximately 30.5 per cent of the shares of SeaChange's outstanding common stock, has entered into a voting agreement with Enghouse pursuant to which the significant stockholder has agreed, subject to the terms and conditions therein, to vote its shares of common stock of the company to approve the Enghouse asset sale at the SeaChange special meeting of stockholders.

Termination of the Partner One acquisition

As previously announced on March 11, April 10 and April 18, 2024, SeaChange had entered into similar agreements, as amended, with an affiliate of Partner One, which would acquire substantially all of SeaChange's assets related to its product and service business, and would assume certain liabilities, for a total purchase price of $34,001,000, less SeaChange's cash and cash equivalents at closing.

The company received an acquisition proposal from Enghouse, which the board, in consultation with the company's independent financial and legal advisers, determined in good faith was a superior proposal (as defined in the Partner One agreements) compared with the Partner One transaction. Pursuant to the Partner One agreements, Partner One was given three days prior written notice of the board's intention to change its recommendation and/or have the company terminate the Partner One agreements, allowing Partner One the opportunity, if it desired, to make such adjustments in the terms and conditions of the Partner One agreements, so that the new acquisition proposal ceased to constitute a superior proposal.

Partner One notified SeaChange that Partner One's acquisition proposal in the Partner One agreements was its best and final offer and that Partner One would not be making adjustments in the terms and conditions of the Partner One agreements. Therefore, SeaChange has exercised its right to terminate the Partner One agreements on April 23, 2024, and the termination is effective immediately. Pursuant to the Partner One agreements, SeaChange will pay a $1.0-million termination fee to Partner One in connection with the termination of the Partner One agreements upon closing.

SeaChange special meeting of stockholders and proxy supplement

The special meeting was called to order on April 22, 2024, at 10 a.m. Eastern Time and adjourned to provide SeaChange's stockholders adequate time to digest supplement disclosures and the ability to re-evaluate previously casts, if applicable (after previously being similarly adjourned on April 17, 2024). The board intends to reconvene the special meeting on April 26, 2024, at 9:30 a.m. Eastern Time, to consider, among other things, a proposal to approve the Enghouse asset sale pursuant to the Enghouse asset purchase agreement. The record date for the special meeting remains March 18, 2024.

On or about March 22, 2024, SeaChange mailed a proxy statement to consider and vote on proposals relating to the proposed Partner One transaction. SeaChange posted on the Proxy Vote website: (i) on or about April 11, 2024, a proxy supplement regarding certain amended terms of the Partner One transaction; and (ii) on or about April 18, 2024, a proxy supplement regarding certain further amended terms of the Partner One transaction. Due to the termination of the Partner One transaction and the execution of the Enghouse asset purchase agreement, SeaChange intends to post a new proxy supplement on the Proxy Vote website on or about April 24, 2024, to all SeaChange stockholders entitled to vote at the special meeting regarding certain material details of the Enghouse asset sale that differ from the Partner One transaction. Please carefully read the proxy statement materials, along with the exhibits attached thereto, but please note that applicable SeaChange stockholders should use the proxy card that was previously sent to them with the original proxy statement. Also, SeaChange stockholders should please note that proposal No. 1 on the proxy card now refers to the Enghouse asset sale. If SeaChange stockholders have already delivered a properly executed proxy and do not wish to change their vote, they do not need to do anything.

Needham & Company LLC is acting as exclusive financial adviser to SeaChange in this transaction, and K&L Gates LLP is acting as legal counsel to SeaChange in this transaction.

About SeaChange International Inc.

SeaChange (OTC: SEAC) provides first-class video streaming, linear TV and video advertising technology for operators, content owners and broadcasters globally. SeaChange technology enables operators, broadcasters and content owners to cost-effectively launch and expand premium linear TV and direct-to-consumer streaming services to manage, curate and monetize their content. SeaChange helps protect existing and develop new and incremental advertising revenues for traditional linear TV and streaming services with its unique advertising technology. SeaChange enjoys a rich heritage of nearly three decades of delivering premium video software solutions to its global customer base.

About Enghouse Systems Ltd.

Enghouse is a Canadian publicly traded company (Toronto Stock Exchange: ENGH) that provides vertically focused enterprise software solutions focusing on contact centres, video communications, health care, telecommunications, public safety and the transit market. Enghouse has a two-pronged growth strategy that focuses on internal growth and acquisitions, which are financed through operating cash flows. The company has no external debt financing, and is organized around two business segments: the interactive management group and the asset management group.

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