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MediaValet Announces Definitive Agreement to be Acquired

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MediaValet News Release

MediaValet Announces Definitive Agreement to be Acquired by an Affiliate of STG in An All-Cash Transaction

Vancouver, BC – January 24th, 2024 – MediaValet Inc. (TSX:MVP) (“MV” or the “Company”), a leading provider of enterprise digital asset management (DAM), video content management and creative operations software, is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which, subject to shareholder and other customary approvals, an affiliate (the “Purchaser”) of STG will acquire all of the issued and outstanding common shares of the Company (each, a “Share”) for $1.71 per Share in cash (the “Consideration”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Transaction”).

The Transaction values MV at approximately $80 million and the Consideration represents a 30% premium to the closing price of the Shares on the Toronto Stock Exchange (“TSX”) on January 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 growing more than 5x 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 solution that allows companies and brands to organize, manage and collaborate within their asset libraries in ways that drive immediate ROI 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% and 22% to the Company's closing price and 20-day volume-weighted average price, respectively, per Share on the TSX for the period ending on January 23, 2024.

Certainty of Value and Liquidity: The $1.71 per Share cash consideration to holders of MV shares ("Shareholders") 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 MV (the “Board”) 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 track-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 (a “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 (the “Meeting”) of Shareholders and holders of Warrants (“Warrantholders”), (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 (“MI 61-101”), 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 (collectively, the “Shareholder Approval”). The Meeting is expected to be held in March 2024.

In connection with the Transaction, each of the officers and directors of MV, and Shen Capital and its affiliates, the Company’s largest Shareholder, holding in aggregate approximately 34.2% 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 (the “Court”) 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 $4.0 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, MV will apply to have its Shares delisted from the TSX and MV 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 (the “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+ at www.sedarplus.ca. Unless otherwise noted, all references to “$” in this press release are to Canadian dollars.

Board of Directors’ Recommendation and Fairness Opinions

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

Advisors

TD Securities Inc. is acting as exclusive financial advisor and McMillan LLP is acting as legal advisor to the Company in connection with the Transaction. Stikeman Elliott LLP is acting as legal advisor 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 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.

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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:

Corporate Office

Rob Chase, President & CEO | rob.chase@mediavalet.com | (604) 688-2321

Dave Miller, CFO | dave.miller@mediavalet.com | (604) 688-2321

Investor Relations

Babak Pedram | babak.pedram@mediavalet.com| (416) 646-6779

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, shareholder and regulatory 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.

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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