Harmonic Makes Binding Offer to Acquire Thomson Video Networks

San Jose, Calif., December 8, 2015--Harmonic (NASDAQ: HLIT), today announced it has signed a binding offer to acquire Thomson Video Networks (TVN). Under the terms of the offer which is in the form of a "put" option agreement, subject to the selling shareholders exercising the put option following a consultation process with TVN's employee works council in France, Harmonic would acquire all of TVN for approximately $75 million in cash plus up to $15 million in post-closing adjustments.

The combined company would establish Harmonic with clear market share leadership in video infrastructure for the world's leading content and service providers, powered by the industry's largest video-focused R&D, service and support teams.

"This combination of Harmonic and TVN will, if completed, set the bar for video innovation globally," said Patrick Harshman, President and CEO of Harmonic. "The combined product portfolios, R&D teams and global sales and service personnel would allow us to accelerate innovation for our customers while leveraging greater scale to drive operational efficiencies. At a time of great change for video content and service providers, the proposed transaction would improve Harmonic's position as an exceptionally reliable source of innovative video technology that enables delivery and monetization of amazing new video experiences for the consumer."

Headquartered in Rennes, France, TVN's regional strength in APAC, EMEA and LATAM would further enhance Harmonic's global footprint. With less than 50% customer overlap between the companies, TVN's content and service provider relationships are expected to open significant opportunities for the joint portfolio of solutions.

The products and solutions of the two companies are deployed with over 5,000 content and service provider customers in over 100 countries globally. The combined company would have a video-focused global R&D organization of more than 600 engineers, a global service organization of more than 300 professionals and a network of over 300 channel partners.

For fiscal 2014, TVN reported revenue of EUR 71 million, as presented in TVN's audited financial statements prepared in accordance with French GAAP.

The proposed transaction is anticipated to be accretive to Harmonic's non-GAAP net income in the first year after closing, exclusive of the amortization of intangibles and non-recurring charges.

Following the works council consultation process and the exercise of the put option by the selling shareholders, the parties would immediately execute a sale and purchase agreement and the proposed transaction would be expected to close in Q1 2016, subject to receipt of regulatory approvals and other customary closing conditions.

Harmonic was advised on the proposed acquisition by LD&A Jupiter.