Panopto, Inc. cancelled the acquisition of 93.1% stake in Kaltura, Inc..
September 01, 2022
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Panopto, Inc. made a proposal to acquire 93.1% stake in Kaltura, Inc. (NasdaqGS:KLTR) for approximately $360 million on June 5, 2022. As part of the proposal, Panopto sent a revised proposal to acquire Kaltura at a purchase price in the range of $2.75 - $3 per share in cash. Board of Kaltura has decided to reject our Revised Proposal without engaging in a meaningful dialogue. Panopto remain committed to pursuing a transaction between our two businesses. As of July 28, 2022, Panopto sent a revised proposal to acquire Kaltura at a purchase price of $3 per share in cash. K1 and Panopto will finance the transaction with equity from one or more of K1's committed capital investment funds. K1 and Panopto may seek to secure debt financing prior to closing of the Transaction, we will not require a financing contingency as part of the Transaction. As a result, Panopto would hope that the Board of Kaltura would engage with us on our revised proposal. The transaction is subject to satisfactory completion of confirmatory due diligence and approval of its investment committee, Panopto has obtained all required internal approvals for the transaction. The transaction will be subject to customary closing conditions, including (i) the receipt of all necessary governmental approvals required to consummate the transaction; and (ii) the receipt of approval by Kaltura stockholders. No additional approvals are or will be required to consummate the transaction. Board of Directors of Panopto and the Investment Committee of K1 Investment Management, LLC unanimously authorized us to make a significant increase in the consideration offered to Kaltura's stockholders in an effort to reach a definitive agreement promptly. Crosslake, Alix Partners, Macquarie Capital and Kirkland & Ellis LLP acted as due diligence providers to Panopto. Macquarie Capital (USA) acted as financial advisor to Panopto. Kirkland & Ellis LLP acted as legal advisor to Panopto.
Panopto, Inc. cancelled the acquisition of 93.1% stake in Kaltura, Inc. (NasdaqGS:KLTR) on September 2, 2022. Kaltura after a careful and thorough review conducted in consultation with its independent financial and legal advisors, has unanimously determined that the previously disclosed non-binding, unsolicited proposal received from Panopto at a purchase price of $3.00 per share in cash, significantly undervalues Kaltura and therefore is not in the best interests of shareholders.
Kaltura, Inc. is a video technology provider. The Company's segments include Enterprise, Education, and Technology (EE&T) and Media and Telecom (M&T). The EE&T segment represents products related to industry solutions for education customers, and media services (except for M&T customers), as well as associated professional services for those offerings. The M&T segment primarily represents television (TV) solutions and media services sold to media and telecom customers. Its Video Experience Cloud includes products that power digital experiences, such as virtual and hybrid events, webinars, online learning, and content portals for large enterprises and small and medium enterprises, across all industries. Its platform also includes industry-specific solutions for the Education and Media and Telecom industries. For developers, it includes an array of application programming interfaces and developer tools that enable them to build other media workflows, integrations and industry solutions.