SeaChange International has entered into a binding agreement to acquire all of the outstanding shares of VividLogic, a privately-owned, California-based company that provides software and services to cable TV service providers, set-top box manufacturers and consumer electronics (CE) suppliers. Its software products include tru2way, Multimedia Home Platform (MHP) and Globally Executable MHP (GEM)-based IPTV operability for set-top box and CE manufacturers, and in-home content protection, as well as funded software development for the creation of service provider-sponsored home media gateways. The combination of existing SeaChange in-home technologies and the VividLogic platforms will enable SeaChange to capitalize on the market shift towards IP-delivery into and within the home.

Under the terms of the definitive agreement, SeaChange will pay $12 million in cash upon the closing of the transaction, of which $1.2 million will be deposited in escrow with respect to specified indemnification matters. In addition, VividLogic shareholders will be entitled to the working capital on its balance sheet prior to closing, an amount estimated to be $8.6 million. Of this $8.6 million to be paid in cash, $3.9 million will be paid at closing, $1.3 million will be paid on each of May 1, 2010 and August 1, 2010 respectively and $2 million will be paid on the one year anniversary of the closing. VividLogic’s estimated $8.6 million of working capital at the closing includes approximately $5.9 million in cash.

In addition, SeaChange is obligated to pay $1 million in cash to shareholders of VividLogic on each of the first three anniversary dates following the acquisition. The purchase price will also include earnout payments based on the operating performance of VividLogic over the three year period ending January 31, 2013 with payment upon achievement of these metrics occurring annually.

VividLogic revenues are estimated to be approximately $7.0 million for calendar 2009, and it is expected to generate a small profit for the year.

At the International Consumer Electronics Show, the companies will demonstrate available solutions, including VividLogic’s tru2way software stack and multi-room DVR, and SeaChange’s Intelligent Video Platform for place-shifting across PCs, mobile phones and television set-top boxes.

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