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SeaChange International, Inc. (NASDAQ:SEAC), ("SeaChange" or the "Company"), a leading provider of video delivery, advertising, streaming platforms, and emerging Free Ad-Supported Streaming TV services (FAST) development, today announced its voluntary decision to deregister its common stock (the "Common Stock") with the U.S. Securities and Exchange Commission (the "SEC") and delist its Common Stock from The Nasdaq Stock Market LLC ("Nasdaq").
The Company intends to file a Form 25 with the SEC to remove its Common Stock from listing on Nasdaq and to deregister its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), on or about August 18, 2023, and as a result, the Company expects that the last trading day of its Common Stock on Nasdaq will be on or about August 28, 2023. The Company also expects to file a Form 15 with the SEC on or about August 28, 2023, to commence the process of terminating the registration of its Common Stock under Section 12(g) of the Exchange Act, and the filing of the Form 15 immediately suspends the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, including Forms 10-K, 10-Q, and 8-K.
SeaChange's Board of Directors (the "Board") initiated a strategic alternatives process in December 2022, directing SeaChange's management to explore a comprehensive range of potential transactions to maximize stockholder value, including a possible sale, merger, divestiture, and recapitalization. The Company's management team also explored potential bolt-on acquisitions, however, there was a wide dislocation between the market's perception of SeaChange's value and the Company's intrinsic value. After careful consideration and consultation with its advisors and management, the Board unanimously determined that all of the proposals undervalued the Company, and its current and future operating performance, and therefore the Board elected to focus on executing on its standalone plan, which it believed would generate more value for SeaChange's stockholders in the long-term.
The Company expects that the voluntary delisting from Nasdaq and "going dark" will save SeaChange significant money, which can be used to execute the Company's standalone plan, and thus will provide a benefit to the Company's stockholders. As a result of "going dark," the Company expects to save more than $3 million annually from the elimination of accounting and other expenses relating to maintaining its status as an Exchange Act reporting company. With a more streamlined cost profile, the Company can reinvest in its new products and services and focus on achieving positive cash flow.
Given the considerable effort already invested in bringing the Company's business to an adjusted EBITDA breakeven position, this incremental improvement in cash flow would mark a major victory for the Company and its stockholders, which the Company believes may also unlock meaningful strategic opportunities in the long-term. From an operational standpoint, delisting from Nasdaq and "going dark" is expected to minimize Company management distractions and reporting obligations associated with being a Nasdaq and Exchange Act reporting company, and enable increased focus on longer-term value creation. The SeaChange management team has already made significant progress in new product releases and business development, and the Board and management team of SeaChange believe that both our customers and employees will significantly benefit from this intensified focus on driving the Company's core business forward.
SeaChange's Chairman and Chief Executive Officer, Peter D. Aquino, stated: "Despite our best efforts and much improved financial and operational performance over the past two years, including new product development inside of the Connected TV tailwinds and growth in both revenue and EBITDA, the market capitalization of SeaChange remains significantly below our expectations. In essence, the value of the Company basically mirrors its cash balance alone, and attributes minimal value to the Company's operations. It is clear, in my opinion, that this perceived stagnation in our public stock price and lack of scale, which we aimed to fix through M&A, has made it extremely difficult to transact on a level playing field with private companies in our industry."
The Board considered the fact that the Company's Common Stock would become more illiquid because of "going dark" and that stockholders may experience difficulties in selling their shares of Common Stock. However, SeaChange stockholders who are concerned about liquidity may choose to sell their shares of Common Stock now before the delisting becomes effective. In addition, the Company anticipates that its Common Stock will be quoted on the OTC Expert Market to the extent market makers continue to make a market for the Common Stock. No guarantee, however, can be made that a trading market in the Common Stock in any over-the-counter market will be maintained.
Posted In: SEAC
