Oce to Acquire Imagistics International Inc.
16 Septembre 2005 - 5:38PM
PR Newswire (US)
VENLO, the Netherlands, Sept. 16 /PRNewswire-FirstCall/ -- Oce N.V.
(NASDAQ:OCENY), one of the world's leading suppliers of high
quality and innovative products and services for professional
printing and document management services, and Imagistics
International Inc. (NYSE:IGI), a direct sales and services provider
of document imaging solutions, serving the USA, U.K. and Canada and
headquartered in Trumbull, Connecticut, USA, today announced that
they have entered into a definitive agreement for Oce to acquire
all the outstanding shares of Imagistics for $ 42 per share in
cash. The Supervisory Board and the Board of Executive Directors of
Oce have approved the transaction. Likewise, the Board of Directors
of Imagistics has approved the transaction. Rokus van Iperen,
Chairman of the Board of Executive Directors of Oce: "This
acquisition accomplishes Oce's strategic goal to expand and
strengthen distribution power, in particular in the US market. We
believe that culturally and strategically Oce and Imagistics are an
excellent fit. Both companies have a solid financial position, and
both serve complementary segments of the printing and document
management markets. As a result of this acquisition we will be even
better positioned to offer a complete range of value added
solutions and world class products and services to our customers."
Marc Breslawsky, Chairman and CEO of Imagistics: "Together, Oce and
Imagistics will make a powerful combination, as our companies
clearly complement each other. Our customers will have
comprehensive product coverage across all segments, all from one
company, across the world. We expect that Oce and Imagistics will
become a major force in the US office market, with superior growth
prospects globally. I believe that this transaction is in the best
interests of the employees, customers, suppliers and shareholders
of Imagistics." The Imagistics management will play an important
role in the new company. Marc Breslawsky will be nominated to join
the Executive Board of Oce N.V. at the Annual Shareholders Meeting.
Imagistics employs 3,400 people of which approximately 1,200 are in
direct sales and 1,200 in service. In both Canada and the U.K. the
company has 100 employees. This acquisition will enable Oce to gain
a strong market position among Fortune 1000 companies in the USA,
as well as regional midsize businesses and non-profit
organizations. Business rationale for the combination -- The merger
will substantially increase Oce's distribution power and expand its
presence in the United States corporate printing market. -- As a
result of the transaction, superior account coverage can be given
to national and international customers in both the USA and Europe.
-- The two companies complement each other's product offerings. Oce
brings excellent wide format printers, high volume printing
systems, software and services based on superior own technology.
Imagistics brings best-of-breed product coverage in the high, mid
and lower volume segments. The Oce portfolio of hardware and
software perfectly complements the current Imagistics product line.
-- Oce Business Services provides world class document management
services, which can be offered to the Imagistics customers.
Economic rationale for the combination -- Imagistics shareholders
will be paid $ 42 per share of common stock in cash. Total purchase
price for 100 per cent of the shares will be approximately $ 685
million, representing an EV/Sales multiple of 1.3 and an EV/EBITDA
multiple of 7.2. -- The acquisition is expected to result in
accelerated growth of revenues and profit. Under the terms of the
definitive agreement, a subsidiary of Oce will commence a cash
tender offer to acquire all of Imagistics' outstanding common
stock. Upon completion of the offer, Oce will effect a merger
between this subsidiary and Imagistics in which the remaining
Imagistics shareholders will receive $ 42 per share in cash.
Consummation of the transaction is subject to certain conditions,
including the valid tender of at least a majority of the
outstanding shares of common stock of Imagistics on an as-if
converted basis and the expiration of the Hart-Scott-Rodino waiting
period. It is anticipated that the transaction will be completed
during the fourth quarter of 2005. This tender offer is only
launched in the USA. Notice to Investors This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for outstanding shares of Imagistics
described in this press release has not commenced. At the time the
offer is commenced, Oce's subsidiary will file a tender offer
statement with the US Securities and Exchange Commission, and
Imagistics will file a solicitation and recommendation statement
with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. These
materials will be made available to Imagistics' shareholders at no
expense to them. In addition, these materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC's website ( http://www.sec.gov/ ). Forward-looking statements
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements, which may be expressed in a
variety of ways, including the use of future or present tense
language, refer to future events. Oce has based these
forward-looking statements on its current expectations and
projections about future events. Oce's expectations and projections
may change and Oce's actual results, performance or achievements
could be significantly different from the results expressed in or
implied by these forward-looking statements based on various
important factors, risks and uncertainties which are neither
manageable nor foreseeable by Oce (and some of which are beyond
Oce's control). When considering these forward-looking statements,
you should keep in mind these risks, uncertainties and other
cautionary statements made in this report or in Oce's other annual
or periodic filings made with the United States Securities and
Exchange Commission. In the light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this report
might not occur. These factors, risks and uncertainties include,
but are not limited to changes in economic and business conditions,
customer demand in competitive markets, the successful introduction
of new products and services into the markets, developments in
technology, adequate pricing of products and services, competitive
pricing pressures within Oce's markets, the financing of Oce's
business activities, efficient and cost-effective operations,
changes in foreign currency exchange rates, fluctuations in
interest rates, political uncertainties, changes in governmental
regulations and laws, tax rates, successful acquisitions, joint
ventures and disposals and the effects of recent or further
terrorist attacks and the war on terrorism. For a more detailed
discussion of the factors, risks and uncertainties that may affect
Oce's actual results, performance or achievements, you should refer
to pages 69 to 73 of the annual report for 2004, Oce's Annual
Report on Form 20-F and any other filings made by Oce with the
United States Securities and Exchange Commission. Oce's
forward-looking statements speak only as of the date on which the
statements are made, and Oce is under no obligation to update or
revise publicly any forward-looking statement, whether as a result
of new information, future events or otherwise. DATASOURCE: Oce
CONTACT: Investor Relations: Pierre Vincent, Senior Vice President
Investor Relations, Venlo, the Netherlands, +31 77 359 2240, , or
Press: Paul Hollaar, Vice President Corporate Communications,
Venlo, the Netherlands, + 31 77 359 2000, or Marvin Pollack, Vice
President Corporate Communications, Chicago, IL, + 01-773-714-3689,
all for Oce Web site:
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