Public Tender Offer

You wish to access a webpage dedicated to documents and information relating to the simplified tender offer followed by a squeeze-out for the shares of Technicolor Creative Studios (the “Offer”), initiated by funds managed or advised by Baring Asset Management Limited and Baring International Investment Limited, funds managed or advised by Pacific Investment Management Company LLC, funds managed or advised by Sculptor Capital L.P., Glasswort S.à.r.l., or one of their affiliates (together, the “Offerors”), which act in concert with funds managed or advised by Barings (U.K.) Limited and Baring Asset Management Limited, funds managed or advised by Sculptor Europe Loan Management Limited, funds managed or advised by Angelo, Gordon & Co L.P., funds managed or advised by Bain Capital Credit, L.P., Barclays Bank Ireland PLC, Barclays Bank PLC, Bpifrance Participations SA, funds managed or advised by Briarwood Chase Management LLC, Burlington Loan Management DAC, funds managed or advised by CELF Advisors LLP, funds managed or advised by Crédit Suisse Asset Management, LLC and Crédit Suisse Asset Management Limited, Crédit Suisse International, funds managed or advised by Intermediate Capital Managers Limited, funds managed or advised by ICG Alternative Investment Limited, Aldermanbury Investments Limited, Morgan Stanley & Co. International PLC and Vantiva (with the Offerors, the « Concert »).

The Offer is made to the shareholders of Technicolor Creative Studios, located in France and outside of France, provided that the local laws to which they are subject authorize them to participate to the Offer without any further formality to be undertaken by the Offeror. Participation in the Offer and the dissemination of the information and documents relating to the Offer may be subject to particular restrictions applicable in accordance with laws and regulations in effect outside France. The Offer will not be made to persons subject to such restrictions, whether directly or indirectly, and cannot be accepted in any way in a country in which the Offer would be subject to such restrictions.

Accordingly, access to this webpage is limited to persons who are (i) residents of France or of a country where local laws authorize them to participate to the Offer, (ii) not residents in a country where the distribution of documents relating to the Offer is subject to legal restrictions, and, in particular, of the United States of America, Canada, Australia or Japan, and (iii) undertake not to transfer, transmit or distribute the documents and information relating to the Offer in a country where it is not permitted by the applicable legislation You are required to inform yourself about and comply with these restrictions. If you have any doubt as to whether you are in compliance, we recommend that you do not continue to try to access this page of our website.

By clicking on the “I accept” button below, you certify that you comply with these restrictions and you agree to be bound by each of the terms of this disclaimer.

Electronic versions of the materials you are seeking to access are being made available on this webpage in good faith and for information purposes only.

The documents and materials available on this webpage which is dedicated to the Offer (nor any copy of them) nor any of their contents may be taken, transmitted or distributed, directly or indirectly, into the United States of America, Canada, Australia or Japan or any jurisdiction where it would be prohibited, or distributed or redistributed to any resident thereof. The distribution of these documents in other jurisdictions may be restricted by law, and persons who are in possession of these documents should inform themselves about, and observe, any such restrictions. Failure to comply with these provisions may constitute a violation of applicable laws and regulations.

By accessing these documents, you certify that you comply with these restrictions. The Concert and Technicolor Creative Studios decline all liability whatsoever in the event of any breach, by any person, of these restrictions. In the event you would have any doubt with regard to the compliance with these restrictions, we recommend that you do not access this website.

The documents and materials available on this webpage which is dedicated to the Offer do not constitute or form part of any offer, solicitation or invitation to sell, subscribe, exchange or acquire any securities nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever.

The Offer has not been registered or approved outside of France and no action will be taken to register or approve it abroad. These documents do not constitute or form part of any offer or any form of canvassing or solicitation to sell, purchase or subscribe for securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended. The Offerors do not intend to register any portion of the Offer in the United States of America or to conduct a public offering of securities in the United States of America. The Offer will not be made directly or indirectly into the United States of America or by use of the United States of America mails, or by any means or instrumentality (including, without limitation, the post, facsimile transmission, telex and telephone or electronic transmission by way of internet or otherwise) of United States of America interstate or foreign commerce, and cannot be accepted by any such use, means or instrumentality or from within the United States of America. This communication is not an extension of the Offer in the United States of America.

Please confirm your agreement to the above-mentioned restrictions:

Technicolor Creative Studios documents Initiators Documents Technicolor Creative Studios (TCS) delisting FAQs

Technicolor Creative Studios Business Update and First Half 2023 Financial Results

(French only): Avis conventions règlementées TOA

Technicolor Creative Studios – 9-month 2023 Business Update

(French only): Avis conventions règlementées SHA

(French only): TCS – Projet de note en réponse

(French only): TCS – Mise à disposition du projet de note en réponse

(French only): Note en réponse

(French only): CP mise à disposition note en réponse

(French only): TCS – Document autres informations

(French only): Mise dispo autres infos

(French only): Annonce de l’intention de dépôt d’une offre publique d’achat simplifiée sur Technicolor Creative Studios

(French only): Communiqué dépôt projet d’offre publique d’achat simplifiée

(French only): Projet de Note d’information

(French only): Note d’information

(French only): Note Autres Infos Initiateurs

(French only): Mise en oeuvre du retrait obligatoire

What is the rationale of the Delisting from Euronext Paris?

On October 2, 2023, a large majority of the Company’s shareholders and creditors announced their intention to file a public tender offer for Technicolor Creative Studios shares (the “Offer”) and to request the implementation of a squeeze-out with the Autorité des Marchés Financiers (AMF).
The constraints associated with being a listed company are weighing on the recovery plan and the human, operational and financial transformation that the Group has embarked on as part of the Re*Imagined program and its financial restructuring that took place in the first half of 2023.
The private company status therefore seems more appropriate than that of a listed company, in particular to enable the Group to calmly face the profound transformations it has initiated, at a time when it is confronted with a difficult market environment.
Delisting will further reduce logistical costs and simplify Technicolor Creative Studios’ operations by freeing it from the regulatory and administrative constraints associated with listing its shares.
Lastly, given Technicolor Creative Studios’ shareholder structure and the very low volume of trading on the market, reflecting a situation of very low liquidity, its listing is no longer justified, as the free float is insufficient to ensure the share’s liquidity.

What are the implications of the delisting?

Following the delisting, Technicolor Creative Studios shares will be removed from the Euronext Paris stock exchange and may no longer be traded.

What shares are targeted by the Offer?

The Offer concerns all Technicolor Creative Studios shares (the “Shares”) not held, directly or indirectly, by the initiators alone or with the concert, as well as 37,533 shares held by two investment funds which are parties to the concert but in liquidation process and whose shares will be tendered under the Offer.
The Offer does not concern either the convertible bonds or the warrants, as these instruments are held in their entirety by the members of the Concert, who have undertaken not to tender them to the Offer, or the Technicolor Creative Studios shares that may be issued prior to the closing of the Offer as a result of the conversion of the warrants and convertible bonds, as the members of the Concert have also undertaken not to tender them to the Offer.

What is the price of the Offer?

The Offer price has been determined by the initiators and stands at 1.63 euro per Share in cash.
This price is identical to the market closing price on September 29, 2023 (the last day of trading of the Company’s shares prior to the announcement of the proposed Offer).

How was the Offer price calculated?

The price of the Offer has been determined by the initiators. The assessment of the Offer price is presented in Section 3 (“Eléments d’appréciation du prix de l’Offre”) of the Offer document available on the AMF and Company websites, which includes the multi-criteria analysis carried out using standard valuation methods and references, taking into account the specific characteristics of the Company, in particular its indebtedness and its difficult financial situation following the major strike in Hollywood which significantly delayed order intake.
The price of 1.63 euro per share has been deemed fair from a financial point of view by A2EF, the independent expert, whose report is included in the response note available on the AMF and Company websites and which concludes that:“In this context, we believe that the price of 1.63 euro per share offered to the Company’s minority shareholders under the present Offer is fair from a financial point of view, including in view of the envisaged squeeze-out.”

Is the Offer price the same for all shareholders?

Yes, the Offer price is the same for all shareholders.
The independent expert has reviewed the related agreements entered into in the context of the Offer and has considered that they do not call for any particular comment insofar as they do not contain any clause that could amount to a price supplement or be likely to call into question the relevance of the Offer price.

What is the position of the Board of Directors of Technicolor Creative Studios on the Offer?

On November 17, 2023, the Board of Directors of Technicolor Creative Studios unanimously issued a favorable reasoned opinion on the Offer and declared that the Offer was in the interests of the Company, its shareholders and its employees. The Company’s Board of Directors has recommended that the Company’s shareholders tender their shares to the Offer. This reasoned opinion is reproduced in the note in response available on the AMF and Company websites.
This reasoned opinion was issued unanimously by the members of the Board of Directors, particularly in view of the favourable conclusions of the independent expert’s report and the positive recommendations of the ad hoc committee.

How can I take part in the Offer?

If you are a pure registered shareholder: Société Générale Securities Services (SGss), as registrar, will contact you to propose that you tender your shares to the Offer. You will have the choice between:
- Logging on to the Sharinbox website;
- Sending your instruction by returning the reply coupon on the back of the notice received.
If you hold bearer shares or administered registered shares: you can contact your financial intermediary and instruct them to take part in the Offer.

Am I under any obligation to sell my shares?

All shareholders are free to decide whether or not to tender their Shares to the Offer.You may decide not to take part in the Offer and not to give any instructions to your financial intermediary.
Nevertheless, upon completion of the Offer, the initiators of the Offer, holding more than 90% of the Company’s share capital and voting rights, intend to request the implementation of a squeeze-out procedure for all Shares not tendered to the Offer.
All Shares not tendered to the Offer will be subject to the squeeze-out procedure and compensated by the initiators at the same price as the Offer, i.e. 1.63 euro per share.

What happens if I don’t take part in the Offer?

Subject to the AMF’s compliance decision, your Technicolor Creative Studios Shares will be transferred to the initiators, in exchange for a cash consideration equal to the Offer price (i.e. 1.63 euro per Technicolor Creative Studios Share). No action on your part will be required.

What is the timetable for the Offer?

Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and opening of the Offer.

Subject to adjustments, the indicative timetable is as follows:

- December 12, 2023: Publication of the declaration of conformity of the Offer by the AMF, leading to approval of the initiators’ offer document and the Company’s response note.
- December 13, 2023: Publication by the AMF of the notice of opening of the Offer. Publication by Euronext Paris of the notice relating to the Offer and its terms and conditions.
- December 14, 2023: Opening of the Offer.
- December 29, 2023: Closing of the Offer.
- January 3, 2024: Publication by the AMF of the notice of result of the Offer.
- As soon as possible following the closing of the Offer: Implementation of the squeeze-out. Delisting of Technicolor Creative Studios shares from Euronext Paris.

What is the schedule for the withdrawal/delisting?

The delisting will take place as soon as possible after the closing of the Offer.

Who will pay the negotiation costs?

Trading costs (including brokerage fees and related value-added tax) will be borne in full by the selling shareholders.
As part of the squeeze-out procedure, the Shares not tendered to the Offer will be transferred to the initiators, in return for a cash consideration equal to the Offer price (i.e. 1.63 euro per Share), net of all costs.

When will shares tendered to the Offer be paid for?

If you take part in the Offer: payment and delivery will take place as orders are executed, i.e. approximately 2 trading days after each execution.
If you are waiting for the squeeze-out: payment and delivery will take place at the same time as the delisting, which is due to take place shortly after the Offer closes.

What will be the tax treatment of capital gains and losses associated with the Offer?

The tax treatment of capital gains and losses arising from the Offer is set out in the offer document (Section 2.13 Régime fiscal de l’offre). We invite you to contact your usual tax advisor.
If you take part in the Offer, the gain or loss on sale will be deductible in the tax year in which payment is made for delivery of the shares concerned (in the case of individuals who hold their shares directly).
If you are waiting for the compulsory withdrawal: the result of the sale should be chargeable to the year 2024.

Where can I find out more information about the Offer?

All information relating to the Offer is available on the Technicolor Creative Studios website (technicolorcreative.com), in a section dedicated to the Offer, and on the AMF website (www.amf-france.org).