- The extraordinary general meeting of DALET held today has approved the contemplation of the contribution in kind of a part of the assets related to the Ooyala Flex Media Platform business and the share capital increase through the issuance of 187,478 new ordinary shares in consideration of said contribution
Dalet SA (Euronext Paris: FR0011026749 – DLT), the specialist provider of software solutions for the creation, management and distribution of multimedia content to broadcasters and content professionals, announces that its shareholders have adopted today, unanimously, all of the resolutions submitted to the extraordinary shareholders' meeting recommended by the Board of Directors, allowing the final endorsement of the acquisition of the Ooyala Flex Media Platform business announced on July 15, 2019 (the “Transaction”).
The shareholders of DALET, convened to attend to the extraordinary shareholders meeting held today, have approved (i) the contribution in kind by Ooyala Inc., a Delaware corporation, whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, United States of America, registered under number 4329834 (“Ooyala US”) and by Ooyala Ltd., a private limited company incorporated in England and Wales, whose registered office is at St. James House, 13 Kensington Square, London, W8 5HD, United Kingdom, registered in England and Wales under number 07687148 (“Ooy UK”) to the benefit of the Company, of contracts related to the Flex Media Platform business of the Ooyala group (the “Contribution”), (ii) the provisions of the related contribution agreement, dated 8 October 2019, (iii) the assessment of the contracts contributed and (iv) the consideration for the Contribution through the issuance by the Company of 187,478 new ordinary Class A shares to the benefit of Ooyala US and Ooy UK.
As a result, the shareholders of DALET have also approved (i) the subsequent share capital increase of a nominal amount of EUR 374,956 through the issuance of 187,478 new ordinary Class A shares having a nominal value of EUR 2 each (the “New Shares”) to the benefit of Ooyala US and Ooy UK, in consideration for the Contribution and (ii) the conditions and modalities of said issuance. Following the shareholders meeting, the Board of Directors of the Company has acknowledged the definitive completion of the share capital increase of the Company up to (i) 82,235 New Shares to the benefit of Ooyala US and (ii) 105,243 New Shares to the benefit of Ooy UK, for a total of 187,478 New Shares, representing 5.2% of the share capital and 3.8% of the voting rights of the Company.
It is stated that, in the context of the Transaction, Ooyala US has also received 30,000 ordinary shares of the Company owned by DALET Digital Medial Systems USA Inc., US subsidiary of the Company, in consideration of the sale of some assets located in the US.
The New Shares will be listed on the regulated Euronext Paris market. They will be identical in all respects to the existing ordinary shares and carry the same rights and obligations.
As the Transaction constitutes a contribution of assets resulting in an issue of financial securities representing not more than 20% of the financial securities in the same class already listed on a regulated market, it is not the subject of a prospectus requiring AMF approval.
This press release is published pursuant to Article 1, paragraph 5, sub-paragraph 1 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, and to Article 17, sub-paragraph 1 of the AMF Instruction on the information to be published when financial securities are offered to the public or listed on a regulated market (AMF DOC-2016-04).
This press release constitutes neither an offer to sell or to subscribe, nor an invitation to purchase or subscribe for financial securities. This press release may only be published outside France in compliance with locally applicable laws and regulations.
Q3 2019 Revenues on 5 November 2019 (after market close)
About Dalet Digital Media Systems
Dalet solutions and services enable media organisations to create, manage and distribute content faster and more efficiently, fully maximising the value of assets. Based on an agile foundation, Dalet offers rich collaborative tools empowering end-to-end workflows for news, sports, program preparation, post-production, archives and enterprise content management, radio, education, governments and institutions.
Dalet platforms are scalable and modular. They offer targeted applications with key capabilities to address critical functions of small to large media operations - such as planning, workflow orchestration, ingest, cataloguing, editing, chat & notifications, transcoding, play out automation, multi-platform distribution and analytics.
In July 2019, Dalet announced the acquisition of the Ooyala Flex Media Platform business. An acceleration of the company's mission, the move brings tremendous value to existing Dalet and Ooyala customers, opening vast opportunities for OTT & digital distribution.
Dalet solutions and services are used around the world at hundreds of content producers and distributors, including public broadcasters (BBC, CBC, France TV, RAI, TV2 Denmark, RFI, Russia Today, RT Malaysia, SBS Australia, VOA), commercial networks and operators (Canal+, FOX, MBC Dubai, Mediacorp, Fox Sports Australia, Turner Asia, Mediaset, Orange, Charter Spectrum, Warner Bros, Sirius XM Radio), sporting organisations (National Rugby League, FIVB, Bundesliga) and government organisations (UK Parliament, NATO, United Nations, Veterans Affairs, NASA).
Dalet is traded on the NYSE-EURONEXT stock exchange (Eurolist C): ISIN: FR0011026749, Bloomberg DLT:FP, Reuters: DALE.PA. For more information on Dalet, visit www.dalet.com
Actus Finance & Communication:
Investors: Théo Martin 01 53 67 36 75
Press-Media: Vivien Ferran 01 53 67 36 34