Brightcove Enters into Definitive Agreement to be Acquired by Bending Spoons for $233 Million

25/11/2024

BOSTON November 25, 2024 Brightcove Inc. (NASDAQ: BCOV), the world's most trusted streaming technology company, today announced that it has entered into a definitive agreement to be acquired by Bending Spoons, in an all-cash transaction valued at approximately $233 million. Under the terms of the agreement, Brightcove shareholders will receive $4.45 per share in cash for each share of Brightcove common stock that they own. The per share purchase price represents a 90% premium over Brightcove's 60-day volume weighted average share price as of the close on November 22, 2024.

We are pleased to have entered into this definitive agreement with Bending Spoons, which represents the culmination of a comprehensive strategic review process led by our Board of Directors and with the support of our management team and advisors, said Diane Hessan, Chairman of Brightcove's Board of Directors. As the Board considered the long-term path for Brightcove, we unanimously determined that this transaction represents the best opportunity to maximize the value of the business and deliver compelling, certain, and immediate cash value to our stockholders.

Marc DeBevoise, Brightcove's Chief Executive Officer and Board Director, said, Brightcove is a storied and successful enterprise SaaS leader with 20 years of history, 12 of them as a public company. We have been a pioneer and innovator in the streaming market, from the early days of video player technologies to the leading video-powered engagement platform we are today. Today's announcement will enable Brightcove to leverage the technology and market expertise of Bending Spoons and best position Brightcove to continue to thrive in the streaming and engagement technology market.

Luca Ferrari, Bending Spoons CEO and co-founder, said, We're delighted to welcome Brightcove into the Bending Spoons portfolio. Brightcove is a trusted and respected name in the streaming technology space, and we look forward to serving its large global customer base. When Bending Spoons acquires a business, we do so with the intention of owning and operating it indefinitely. With this in mind, we're excited about building on the strong work of the current team, and ensuring Brightcove thrives for many years to come.

Transaction Details

The transaction, which was unanimously approved by Brightcove's Board of Directors, is expected to close in the first half of 2025, subject to customary closing conditions and approvals, including approval by Brightcove's stockholders, and the receipt of required regulatory approvals.

Upon the completion of the transaction, Brightcove will become a privately held company and its common stock will no longer be listed on any public stock exchange.

Advisors

Lazard is serving as exclusive financial advisor to Brightcove, and Goodwin Procter LLP is serving as Brightcove's legal advisor.

Latham & Watkins LLP is serving as legal advisor to Bending Spoons, and EY Advisory SpA provided financial and tax due diligence services. JP Morgan and Wells Fargo served as the M&A advisors to Bending Spoons.

About Brightcove

Brightcove creates the world's most reliable, scalable, and secure streaming technology solutions to build a greater connection between companies and their audiences, no matter where they are or on which devices they consume content. In more than 60 countries, Brightcove's intelligent video platform enables businesses to sell to customers more effectively, media leaders to stream and monetize content more reliably, and every organization to communicate with team members more powerfully. With two Technology and Engineering Emmy Awards for innovation, uptime that consistently leads the industry, and unmatched scalability, we continuously push the boundaries of what video can do. Follow Brightcove on LinkedIn, X, Facebook, Instagram, Threads, and YouTube. Visit Brightcove.com.

About Bending Spoons

Bending Spoons has served a billion people across the globe through its suite of digital technology products; including Evernote, Issuu, Meetup, Remini, StreamYard, Splice, and WeTransfer. Its products are currently used by more than 200 million people each month.

For more information, visit bendingspoons.com

Bending Spoons logos: https://we.tl/t-VJTJEkg41a

Additional Information and Where to Find It

In connection with the proposed transaction by and among Brightcove Inc., a Delaware Corporation (the Company ), Bending Spoons US Inc., a Delaware Corporation ( Parent ), and Bending Spoons S.p.A, an Italian societ per azioni ( Guarantor ), and Blossom Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( Merger Sub ), the Company intends to file with the Securities and Exchange Commission ( SEC ) a proxy statement on Schedule 14A (the Proxy Statement ), the definitive version of which will be sent or provided to Company stockholders, in connection with a special meeting of the Company's stockholders for purposes of obtaining, stockholder approval of the proposed transaction. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through

LINK:	https://www.brightcove.com/en/company/press/Brightcove-Enters-Definiti...
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Brightcove Enters into Definitive Agreement to be Acquired by Bending Spoons for $233 Million

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