SeaChange Takes Over Liberate’s Assets Outside of North America

    April 18, 2005

SeaChange International and Liberate Technologies have entered into a definitive agreement in which SeaChange will acquire substantially all of the assets of Liberate’s business outside of North America.

Under terms of the agreement, SeaChange will be assigned certain customer contracts, will receive patents and other intellectual property, and will assume certain limited liabilities, related to Liberate’s business outside of North America in exchange for approximately $25.5 million in cash consideration, which is subject to certain adjustments for interim operations prior to closing. Liberate supplies interactive television software to some of the world’s largest network operators, including ntl, Telewest and UGC in Europe. As part of the transaction, SeaChange expects to make employment offers to the approximately 20 employees of Liberate’s non-North American business, primarily located in San Mateo, California and London, England.

“SeaChange has distinguished its digital video systems through its operational and application software and this acquisition of Liberate’s assets is very complementary and accretive to our television business,” said Bill Styslinger, President and CEO, SeaChange International. “The combination of Liberate’s middleware platform with our powerful digital video delivery systems and VODlink applications will allow us to offer our international customers a common, robust platform to enable them to drive new features and services for digital and interactive television.”

The closing of the transaction is subject to certain conditions, including approval by the stockholders of Liberate. Concurrently with the execution of the acquisition agreement, David Lockwood, the Chairman and CEO of Liberate Technologies, has entered into a voting agreement with SeaChange under which he has agreed to vote all shares of Liberate stock beneficially owned by him, comprising approximately 12% of the total outstanding shares of Liberate, in favor of the transaction.

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