Mergers & Acquisitions
Bell and Howell has acquired the assets of Connecticut-based Gunther International Ltd. to expand its mail-inserting product portfolio. This acquisition follows the purchase of Sensible Technologies one year ago and, most recently, the introduction of CX Touchpoints, described as Bell and Howell’s omnichannel communications platform.

“Acquiring Gunther is another strategic move that strengthens Bell and Howell’s leadership position in an area that is fundamental to our success as a company,” said Ramesh Ratan, CEO, Bell and Howell. “We are committed to the production-mail space and are making substantial investments that will enable us to better serve our customers.”

Gunther International is a manufacturer of high-volume, software-driven mailing systems to the insurance and banking industries. It specializes in complex, high-page-count mail finishing via high-throughput machines, integrity at every stage of the insertion process, and machines that can process both flat and folded mail.

Its Champion software, explains Bell and Howell, is a sophisticated and extremely flexible operating system in mail-finishing equipment control and management systems. “We are excited to add top technical talent to the Bell and Howell service team,” said Jim Feely, Bell and Howell’s Senior VP of Global Service Solutions.
Graphic Packaging Holding Company has completed the combination of Graphic Packaging's existing businesses with International Paper's North America Consumer Packaging business. Graphic Packaging owns 79.5 percent of the combined company and will be the sole manager.

International Paper will own 20.5 percent of the combined company. Graphic Packaging has assumed $660 million (all figures in U.S. dollars) of International Paper debt and concurrently has amended and restated its senior secured credit agreement.

There is no change to Graphic Packaging's current Board of Directors or leadership team. International Paper has a 2-year lock-up on the monetization of their ownership interest and cannot purchase GPK shares for a period of 5 years, subject to limited exceptions.

On a combined basis, Graphic Packaging is now one of the world’s largest integrated paper-based packaging companies with approximately $6 billion of projected revenue and approximately $1 billion of projected EBITDA post-synergies.

Graphic Packaging is one of the largest producers of folding cartons and paper-based foodservice products in North America, has strategic folding carton and foodservice converting positions globally, and holds leading market positions in solid bleached sulfate paperboard, coated unbleached kraft paperboard and coated-recycled paperboard.

“We are excited to close this transformative transaction at the start of the New Year… [We] expect the transaction will significantly increase our mill production and converting scale… The combination meaningfully increases our exposure to the growing foodservice market,” said Graphic Packaging President and CEO Michael Doss.

Headquartered in Atlanta, Georgia, Graphic Packaging holds two Canadian operations in Cobourg and Mississauga, Ontario. In November 2017, Graphic Packaging agreed to acquire the assets of Canada’s Seydaco Packaging Corp. and its affiliates National Carton and Coating Co., and Groupe Ecco Boites Pliantes Ltée.
ModusLink Global Solutions Inc., which is controlled by Steel Partners Holdings, completed the acquisition of privately held IWCO Direct, one of North America’s largest producers of data-driven direct marketing, for US$476 million in cash.

“We have been looking to acquire a profitable business with attractive operations and financials, and with a strong management team in order to leverage our approximately US$2.1 billion in net operating loss carryforwards and cash,” said Warren Lichtenstein, Executive Chairman of ModusLink. “We found a great fit in IWCO Direct. We essentially double the size of our company and add significant earnings and free cash flow.”

Lichtenstein also pointed to IWCO Direct’s client base with a range of Fortune 500 companies, and significant opportunities to drive both top- and bottom-line results. “We intend to aggressively grow IWCO Direct,” he said, “organically and through acquisitions.”

IWCO Direct, which becomes a wholly owned subsidiary of ModusLink Global Solutions, will continue to be run by Jim Andersen, who has been CEO since 1999. Jack Howard, President of Steel Partners, and William Fejes Jr., President of Steel Services Ltd., join the ModusLink board of directors.

For the last 12 months through October 2017, IWCO Direct had net revenue of US$470.6 million, net income of US$18.9 million and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of US$82.2 million.

For the last 12 months through October 2017, ModusLink had net revenue of US$417.8 million, a net loss of US$22.5 million and negative EBITDA of US$3.8 million, although net loss and EBITDA improved by US$32.5 million and US$28.0 million year-over-year, respectively.

IWCO Direct’s range of services includes strategy, creative and production for multichannel marketing campaigns, as well as postal logistics programs for direct mail. Through its Mail-Gard product, IWCO Direct also offers business continuity and disaster recovery services to protect against unexpected business interruptions, along with providing print and mail outsourcing services.

IWCO Direct claims to be the largest direct mail production provider in North America, with the largest platform of continuous digital print technology and a growing direct marketing agency service.
Baldwin Technology Company Inc., which develops process automation technologies, consumables and services for the print, packaging, textile and corrugated industries, has acquired QuadTech Inc. from its parent company, Quad/Graphics.

Baldwin, describing the acquisition as the creation of a vision and inspection print technology powerhouse, adds all of QuadTech’s technology and locations across the Americas, Europe, China, Japan and India. Headquartered in Sussex, Wisconsin, QuadTech maintains a global sales and service operation to sell its automated control systems in more than 100 countries.

Baldwin plans to integrate QuadTech within two of its existing divisions, including Web Printing Controls and PC Industries. The resulting global platform is to operate as Baldwin Vision Systems, focusing on print process automation, inspection and related services. Karl Fritchen, current QuadTech President, is to lead the new Baldwin segment.

“QuadTech will serve as a catalyst for the formation of our new Baldwin Vision Systems segment... Together, we provide our customers an unmatched portfolio in commercial and newspaper automation, and I am very excited about the additional capabilities we will gain in the packaging markets,” said Brent Becker, President and CEO of Baldwin. “The work QuadTech has done recently on color within the packaging market clearly places us as the industry leader and we have aggressive plans to build upon that position.”

The new segment’s technologies will span closed-loop automation for registration, inking, colour management, web handling and inspection for the commercial, newspaper, labels, packaging, converting and publication gravure industries.

“The combination of products and expertise held within both companies will enable us to reach areas of the market we were unable to reach individually,” said Fritchen. “From an international operations and market perspective, each party’s strengths are highly complementary.”

QuadTech is Baldwin’s fifth acquisition since joining the BW Forsyth Partners family of companies in 2012, and the fourth completed in 2017. This includes the May 2017 purchase of Air Motions Systems. BW Forsyth Partners is the investment arm of multibillion-dollar global manufacturing and engineering consulting firm Barry-Wehmiller.
Cascades says it is acquiring four plants in Ontario to strengthen its position in the containerboard packaging sector, and the purchase of an ownership position in Tencorr Holdings Corp. The company also announces an increase in its equity holding of the Greenpac Mill LLC.

“We are very pleased to expand our presence in Ontario and increase our stake in Greenpac for the second time this year. These transactions align perfectly with our vision and strategy for our containerboard activities,” said Cascades president and CEO Mario Plourde.

Acquired from the Coyle family, the four following plants are geared toward the manufacturing of boxes and speciality products:

• McLeish Corr-a-Box Packaging & Design – Etobicoke
• Brown Packaging – Burlington
• Coyle Corrugated Containers Inc. – Scarborough
• Coyle Packaging (Peterborough) Ltd. – Peterborough

According to the company, the transaction will allow Cascades to expand its presence in Ontario, increase its production capacity by 500 million square feet per year, and strengthen its ability to serve customers in this region. The plants already have procurement agreements with Greenpac, and as such the transaction will have little impact on Cascades’ integration rate, it notes.

Cascades has also acquired the Coyle family’s 33-percent stake in Tencorr, a company specialized in manufacturing sheet stock for box producers.

Furthermore, Cascades has also acquired an additional interest in Containerboard Partners, one of Greenpac’s shareholders, thus increasing its holdings in Greenpac to 66.1 per cent from 62.5 percent. The company has been consolidating the Greenpac results since April 2017. 

“These new assets will support our growth by providing us with increased capacity and flexibility. This transaction will also enable us to better serve our customers as we will be better positioned to provide them with the packaging solutions they seek. I would also like to welcome all of the employees of these new plants to Cascades,” said Charles Malo, president and COO of Cascades Containerboard Packaging.

The total cost of the transaction amounts to $49 million, of which $21 million is related to the increased stake in Greenpac and its new position in Tencorr. The containerboard packaging plants were acquired for a consideration of $28 million, including an assumed debt of $4 million, which represents a multiple of 6.5 times the adjusted operating income before depreciation of these operations, and excludes anticipated synergies.

Founded in 1964, Cascades produces, converts and markets packaging and tissue products composed mainly of recycled fibres.
Graphic Packaging Holding Company, through two of its subsidiaries, Graphic Packaging International and Graphic Packaging International Canada, agreed to acquire the assets of Seydaco Packaging Corp. and its affiliates National Carton and Coating Co., and Groupe Ecco Boites Pliantes Ltée. The acquisition is subject to standard closing requirements and is expected to close in the fourth quarter 2017.

This acquisition follows Graphic Packaging’s late October 2017 move to merge International Paper’s packaging operations in a transaction valued at US$1.8 billion. Expected to close in early 2018, this merger with IP would create one of the largest folding-carton and packaging operations in North America, generating approximately US$6 billion in revenues annually.

Seydaco is a privately held Canadian folding-carton producer headquartered in Mississauga, Ontario, focusing on the foodservice, food, personal care, and household goods markets. More specifically, Seydaco has become one of the country's llargest suppliers of print work for manufacturers of cake, pie, pastry and pizza cartons.

Seydaco purchased National Carton in April 2015. The company today converts approximately 20,000 tons of paperboard annually and operates three converting plants located in Mississauga, Ontario, St.-Hyacinthe, Québec, and Xenia, Ohio.

Seydaco’s operations generated revenues of approximately $40 million over its most recent fiscal year. “The announced transaction is consistent with our strategy to pursue acquisitions that allow us to grow our folding carton volume in attractive geographies and end-markets, improve our cost position, increase our mill to converting plant integration levels over time, and that we can close at compelling post-synergy EV/EBITDA multiples,” said Michael Doss, President and CEO, Graphic Packaging.

Graphic Packaging explains synergies from the acquisition will be driven by the integration of additional paperboard tons and cost efficiencies. On a post-synergy basis, the company explains the EV/EBITDA multiple for this transaction is expected to be below 6.0X.

“We are delighted to join Graphic Packaging. Our employees and customers will truly benefit from this transaction,” said David Seychell, President of Seydaco. “Our history of providing customers with high-quality, value-added packaging solutions and our speed-to-market philosophy combined with their strong, global position will bring much added value to the paperboard packaging marketplace."

Graphic Packaging Holding Company, headquartered in Atlanta, Georgia, is global company with two existing Canadian operations in Cobourg and Mississauga, Ontario.
In a move to expand its product mix throughout Western Canada, Spicers Canada, a division of Central National Gottesman Inc., has acquired Shippers Supply. Expected to close by the end of November 2017, the acquisition gives Spicers Canada a stronger position in the distribution of shipping, packaging and warehouse supplies in the region.

Privately owned and headquartered in Edmonton, Alberta, Shippers Supply operates nine locations throughout Western Canada, and has supplied corrugated boxes, labels, tape, stretch film, shelving, packaging supplies and warehouse equipment to the region since 1975.  

“The acquisition of Shippers Supply is another critical step forward in many product categories we want to grow throughout our North American distribution business,” said Andrew Wallach, CNG President and Chief Executive Officer.

Spicers Canada President Cory Turner added that the acquisition of Shippers Supply fits with his organization’s strategy to leverage its significant distribution capabilities in new ways. “The opportunity to acquire Shippers Supply adds significant capabilities and expertise that will be invaluable in meeting our company’s market strategy,” said Turner. “Extending product solutions both inside and outside of our core markets creates immediate opportunities that align well with our growth initiatives.”

Shippers Supply will operate as an independent division of Spicers Canada, working the organization’s existing operations and distribution network in Western Canada.
HP Inc. completed its acquisition of Samsung Electronics Co. Ltd.’s printer business in a deal valued at US$1.05 billion. The move was first announced in September 2016, when HP stated the acquisition – the third largest in HP’s history – positions it to disrupt the US$55 billion copier industry.

HP explains A3 technology represents its largest growth opportunity in business printing. The Samsung acquisition also strengthens HP’s position in A4 laser printing, in addition to providing intellectual property of more than 6,500 print patents and a workforce of nearly 1,300 researchers and engineers with expertise in laser technology, imaging electronics and supplies and accessories.

“Together, we will build on more than 30 years of print leadership to accelerate our strategy, disrupt new market opportunities, and provide our customers and partners with unique and highly innovative print solutions,” said Dion Weisler, President and CEO, HP Inc.

As part of the agreement, Samsung will be making a US$100 million to US$300 million equity investment in HP through open market purchases.
Quebec-based Transcontinental Inc. has acquired a 55-person packaging company located in the St-Laurent borough of Montreal.

The deal for Les Industries Flexipak Inc. is Transcontinental’s fifth North American packaging acquisition since 2014 as the printing, publishing and media company pivots toward packaging and away from newspapers and magazines.

“This transaction extends our footprint to Eastern Canada by adding a Montreal-based facility equipped with a state-of-the-art platform, and gives us the opportunity to further develop our existing business relationships with retailers in the country,” said François Olivier, Transcontinental President and CEO.

Founded in 1998, Flexipak makes packaging for consumer goods firms, food processors and retailers, and specializes in flexographic printing, lamination as well as bag and pouch making. It focuses on food-processing markets like frozen fruits and vegetables, seafood, grain, bakeries, snack food, nuts, coffee, bottled water, canned goods, office paper products overwrap and coex shrink film.

Transcontinental stated it intends to retain all of the company’s employees and managers.
International Paper’s packaging operations will merge with Graphic Packaging International (GPI) in a transaction valued at US$1.8 billion. As a result IP will receive a 20.5 percent ownership interest in the company, which will be one of the largest folding carton and packaging operations in North America, generating approximately $6 billion in revenues annually.

The transaction, expected to close in early 2018, is to be structured as a new partnership comprised of Graphic Packaging’s existing businesses and International Paper Company's North America Consumer Packaging business. Graphic Packaging Holding Company (GPK) will own 79.5 percent of the partnership and will be the sole operator. There will be no change to GPK’s current Board of Directors or leadership team.

The new partnership will assume US$660 million of International Paper debt. It will expand existing paper-based packaging for GPK and build new platforms for growth in SBS foodservice markets and folding-carton converting.

“After evaluating a range of strategic options, we believe this transaction represents excellent value for IP's shareholders,” said International Paper Chairman and CEO Mark Sutton. “Investing in Graphic Packaging gives IP the opportunity to benefit from a much stronger value-creation consumer packaging platform, while allowing us to remain focused on growing value in our core businesses.”

International Paper’s North America Consumer Packaging business produces and converts solid bleached board used in a variety of fiber-based foodservice products such as hot and cold cups, cartons, paper plates, food containers and liquid packaging. The transaction includes 3,900 coated paperboard and foodservice employees located at 10 locations in the United States and United Kingdom.

GPK, headquartered in Atlanta, Georgia, is global company with two Canadian operations in Cobourg and Mississauga, Ontario.
DATA Communications Management entered into an agreement to acquire privately held BOLDER Graphics of Calgary, Alberta. DATA has arranged a new $5 million senior credit facility to help fund the acquisition, which will be for a total purchase price of approximately $4.9 million. Closing is expected to occur on or about November 10, 2017, subject to customary conditions.

Kevin McCoy, President, CEO and founder of BOLDER, is expected to remain with the company for approximately six months to assist in the transition. Dave Watt, VP, Sales and Marketing, will remain with the company and continue to serve BOLDER’s clients.

This $4.9 million purchase price is comprised of $2.0 million payable in cash on closing (net of shareholder loan repayments and transaction expenses), $1.0 million through the issuance of common shares of DATA, $0.9 million in the form of a subordinated, unsecured 6.0% interest-bearing vendor take back note to be payable over a 24 month period, and the assumption of approximately $1.0 million in outstanding long term indebtedness.

BOLDER is a western Canadian marketing communications business, tracing its roots back more than 40 years. Its core capabilities are in large-format digital printing, point of sale signage, corporate packaging, outdoor signage and vehicle graphics. BOLDER also specializes in loose-leaf bindery and stationery and other commercial print capabilities. The company has approximately 40 employees operating in a 59,000-square-foot facility.

“BOLDER’s customer base of leading western Canadian retailers and other brands will benefit from our own capabilities in Calgary, as well as our national footprint and technology solutions,” said Michael Sifton, CEO of DATA. “This acquisition further strengthens our large-format presence in the market and is expected to provide immediate synergies when combined with our state-of-the-art Calgary centre of excellence.”

BOLDER generated approximately $7 million in revenues (unaudited) for the fiscal year ended January 1, 2017. DATA intends to relocate BOLDER’s staff and operations into DATA’s 165,000-square-foot facility in Calgary. This DATA facility produces a range of sheetfed lithography, digital and wide-format print services, variable print-on-demand solutions and provides warehousing, fulfillment and distribution services.
The SGIA Expo will retire after its 2018 event in Las Vegas, Nevada, in favour of a new exhibition called PRINT United, co-owned by the Specialty Graphic Imaging Association (SGIA) and NAPCO, which, among other media brands, publishes Printing Impressions magazine in the United States. NAPCO has media brands in commercial, in-plant and package printing sectors.

SGIA Expo has traditionally focused on wide-format imaging, textile, and signage applications at its growing trade show, which recently wrapped up in New Orleans (October 10 to 12). More than 19,000 people attended the 2017 SGIA Expo, which featured nearly 600 exhibitors.

PRINT United is to be billed as a brand-new event that will launch in Dallas, Texas, October 23 to 25, 2019. Ford Bowers, currently CEO of SGIA, will serve as PRINT United’s CEO and Mark Subers of NAPCO Media will be its President.

“PRINT United is a strategic response to what the industry has been asking for,” said Bowers. “It's about the wealth of opportunities for printers and suppliers that result from the convergence of markets and technology.”

PRINT United, explains the organization, will focus on the opportunities presented by the convergence of printing technologies and markets. It will have a broader range of printing and finishing technologies and media on the expo floor, covering industry segments from garment to graphics, packaging to commercial, and industrial.
AlphaGraphics Inc., a global franchisor of design, printing, marketing and communications businesses, has been purchased by fellow franchisor Mail Boxes Etc. (MBE) Worldwide. Following the acquisition, MBE will hold a network of approximately 2,600 locations in 39 countries, including nearly 500 locations in the U.S.

In addition to its own printing operation interests, MBE specializes in third-party logistics, concentrating on shipping, micro and related retail-logistics services. MBE also acquired the U.S.-based PostNet franchise system in April 2017.

AlphaGraphics will continue to operate as an independent company and will retain its current management team, with headquarters remaining in Salt Lake City. “This is an exciting development for the AlphaGraphics franchise system,” said Gay Burke, AlphaGraphics Executive Chair. “Combining forces with MBE Worldwide creates unique opportunities to synergize with colleagues similarly steeped in managing a franchise-based network of entrepreneurs.”
Electronics For Imaging Inc. has purchased Escada Systems based in the United Kingdom and with operations in the United States, which develops Corrugator Control systems for the packaging market

EFI has a growing interest in corrugated production, primarily based on its drupa 2016 introduction of the Nozomi C18000 high-speed single-pass LED inkjet press. The company has also developed versions its Fiery DFE, inks, and the EFI Corrugated Packaging Productivity Suite aimed at the sector.

The addition of Escada's technology, providing control and traceability for the corrugation production process, will enable EFI to expand the Productivity Suite’s value to sheet feeders and corrugated box plants. “The addition of Escada makes EFI a one stop shop for enabling packaging companies to improve the quality, efficiency and profitability of the corrugation process, using their existing corrugators,” said Gabriel Matsliach, Senior VP and GM, EFI Productivity Software.

Financial terms of the acquisition were not disclosed, but EFI explains it is not expected to be material to EFI’ss Q4 or full year 2017 results. Escada employees, including founder and former principal Gavin Bushby, have joined EFI's Productivity Software business unit.
ICON Digital Productions Inc. of Markham, Ont., has acquired controlling interest in Asterisk Media, a Toronto-based creative studio. Asterisk Media will now operate as a division of ICON Digital and will be rebranded as ICON Motion Inc.  They will continue to operate from their current Liberty Village location.

Asterisk specializes in creating video content for multiple platforms. “We started this company after seeing the impact of how digital enabled viewers to have two-way conversations with brands,” said PJ Lee, Founder and President of Asterisk Media, who will serve as President of the newly created ICON Motion division. “We decided to build a company that was nimble and able to produce high-quality, high-frequency content that matched our partners’ content strategies.”

ICON explains the deal will enable it to offer Asterisk’s suite of services such as commercial production and post-production, as well as 360/VR and livestream. “This is an excellent fit with our overall growth strategy to be a multi-faceted visual communications company and is consistent with our company mandate to be ‘All Things Visual’” said Juan Lau, CEO and President of ICON Digital.
This is ICON’s second acquisition of 2017, following its February purchase of Toronto Trade Printers (TTP). The ICON group of companies reached $32 million in sales last year prior to the TTP and Asterisk acquisitions. With offices in Toronto, Markham, Montreal and New York City, ICON Digital now operates four divisions with high-end production capabilities for display graphics, digital signage, commercial printing and video production.
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