Mergers & Acquisitions

Harland Clarke Holdings Corp., a provider of payment and marketing services, moved to acquire Valassis, which also provides a variety of channel marketing, for approximately US$1.84 billion.


Under the terms of the agreement, Harland Clarke Holdings, a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc., will acquire all of the outstanding shares of Valassis for $34.04 per share in cash, representing a transaction value of approximately $1.84 billion. The transaction has been unanimously approved by both the Valassis and Harland Clarke Holdings Boards of Directors and remains subject to normal approvals.

The combination of Harland Clarke Holdings and Valassis will create a company with approximately US$3.3 billion in combined revenues, generated from some of the largest financial, consumer products and retail institutions worldwide. MacAndrews & Forbes, a holding company with interests in public and private companies, is wholly owned by Chairman and CEO, Ronald Perelman.

“The acquisition of Valassis is transformational for Harland Clarke Holdings, enabling us to further diversify our portfolio and expand our client base of more than 15,000 client accounts,” stated Chuck Dawson, CEO of Harland Clarke. “We respect Valassis’ proven ability to effectively and intelligently deliver media campaigns for our country’s largest advertisers and marketers. This is a strong complement to Harland Clarke Holdings’ capabilities in managing customer relationships for the world’s largest financial institutions, the most respected big-box retailers, as well as educational and governmental organizations worldwide.”



Harland Clarke Holdings will finance the acquisition with cash on hand and new borrowings and has received committed financing from Credit Suisse, BofA Merrill Lynch and Citigroup Global Markets Inc. to complete the transaction. 


“Under Harland Clarke Holdings, we expect to create a company that is stronger than our individual businesses,” stated Rob Mason, President and CEO of Valassis, “which will allow us to pursue our vision of intelligent media delivery while continuing to strengthen our company’s award-winning culture.”

TC Media, a division of TC Transcontinental, reached a $75 million agreement to purchase 74 Quebec-based community newspapers and associated online properties owned by Sun Media, a subsidiary of Quebecor Media.



The agreement has been approved by the boards of both companies, but is still subject to regulatory approval.


“Acquiring Sun Media’s 74 community papers in Quebec is in line with our strategy to strengthen the core assets of TC Media and develop a local digital media offering for businesses and communities,” stated Francois Olivier, President and CEO of TC Transcontinental. “This transaction will add approximately $20 million to TC Transcontinental's operating income before amortization.”


As part of this transaction, TC Transcontinental also signed a parallel agreement with Quebecor Media to print some of its magazines and direct-marketing materials. TC Transcontinental Printing will start printing Quebecor Media products on or about February 1, 2014.

“Today’s announcement by TC Transcontinental and Quebecor Media is a historic one," continued Olivier. "On the one hand it shows the relevance of our state-of-the-art printing platform and our ability to help publishers and marketers, and on the other it demonstrates our ability to change in keeping with the new realities of the local media market."

 

Olivier also pointed to TC Transcontinental’s growing focus on building multiplatform offerings across all of Quebec. Together, the TC Media and TC Transcontinental Printing operations have more than 9,000 employees in Canada and the United States, generating revenues of $2.1 billion in 2013.


“The digital revolution has completely transformed the local print media market in recent years. Clients can now place their ads on a multitude of platforms that did not exist just over a decade ago,” stated Robert Depatie, President and CEO of Quebecor Media, parent company of Sun Media. “We are delighted that with this transaction we are ensuring Quebec ownership of these papers for the future by selling them to another major Quebec company, TC Media.”



United Precision Cutting Technologies of the Greater Toronto Area continues its expansion with the purchase of Wades Bindery Repair Service Ltd. based in Cambridge, Ontario.

Wades Bindery Repair Service has specialized in sales and service of finishing equipment since Wade and Mary Sears founded the company in 1986. Brothers Wade and Dwane Sears are to continue on with United Precision in key roles, providing years of finishing expertise in the Canadian printing industry.



“Wade is Grandpa Baum,” says Mitch Rich, President of Duracut Machine Knife Company Ltd. and majority owner of United Precision, “A true and true folder guy who will pass his knowledge on to us, as well as doing what he loves best and that is seeing his customers.”

Rich founded Duracut Machine Knife Company Ltd. in 1997 at age 27. In late-2010, in an effort to thwart economic upheaval hitting North American manufacturing, he began to merge Duracut with three other companies, first bringing in United Press & Bindery, followed by Precision Systems and then Graphic Equipment and Machinery in 2012.

Rich holds majority ownership in the combined companies, now operating as United Precision. He then started up a fifth business arm, called Master Machinery Movers Inc., to end the high costs of outsourcing tricky rigging and transportation of heavy equipment.

United Precision, because of its diverse service offerings and specialized machine shop (developed by Duracut), sits in a unique position in Greater Toronto’s large manufacturing sector. Rich says the overall company has tripled in growth since 2008. The purchase of Wades Bindery adds to United Precision’s portfolio, as Rich explains, “This gives us a full rounded service in print finishing equipment.”


Toronto-based CCL industries has just reported its financial results for the third quarter 2013 which saw it grow its sales 91.6 percent to a record $606.6 million. The majority of this growth is attributed to its acquisitions of Avery Dennison Labels and INT Autotechnik.

Operating income for the quarter was $67.8 million, an improvement of 72.5 percent compared to $39.3 million for the same period in 2012.

"We are very pleased with the performance of our newly acquired businesses, which contributed significantly to our twelfth consecutive period of year-over-year improvement in quarterly adjusted earnings per share; a record for the Company," said Geoffrey T. Martin, President and Chief Executive Officer. "CCL Label legacy operations also delivered five percent organic sales growth."

Martin went on to say that the CCL Container division posted a small drop in sales and profitability due to a slow sun care season in the U.S. and a loss in the Canadian operations. The North American label operations in general were down “single-digits” when compared to a strong quarter in 2012 while Latin America and Asia Pacific markets posted double digit sales and profit improvements.

CCL Industries employs approximately 9,600 people and operates 87 production facilities in 25 countries across five continents. They are the world's largest converter of pressure sensitive and extruded film materials.




Two of the largest printing operations based in the United States are set to join forces with R. R. Donnelley & Sons Company this morning announcing plans to acquire Consolidated Graphics Inc. for approximately US$620 million.




R. R. Donnelley (RRD) signed a definitive agreement to purchase Consolidated Graphics, which has been unanimously approved by each company's Board of Directors. Joe Davis, Chairman and CEO of Consolidated Graphics, agreed to vote in favour of the merger agreement. His shares currently represent around 16.5 percent of all Consolidated Graphics outstanding shares.   
       

Under the terms of the transaction, Consolidated Graphics shareholders will receive a combination of $34.44 in cash and a fixed exchange ratio of 1.651 RRD shares for each outstanding share of Consolidated Graphics they own; or $62 per share based on RRD’s closing share price on October 23. This represents a transaction value of approximately $620 million, plus the assumption of Consolidated Graphics’ net debt.


“Consolidated Graphics is an exceptional fit with R.R. Donnelley and we are delighted to welcome them to our organization,” stated Thomas Quinlan III, President and CEO of RRD. “This strategic combination will complement the R.R. Donnelley platform and further enhance our ability to provide integrated communications solutions for our valued clients across all industry verticals.”

Consolidated Graphics primarily focuses on commercial printing, fulfillment services and print management. Headquartered in Houston, Texas, Consolidated Graphics controls 70 printing businesses located across 26 states, as well as operations in Toronto, Prague, and Japan.

The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval of Consolidated Graphics’ shareholders.

EFI of California has purchased Metrix Software, which develops highly automated imposition software for print production. Financial terms of the acquisition were not disclosed, but EFI states it does not expect the move to be material to its Q4 or full-year 2013 results.



Metrix CEO and founder Rohan Holt becomes director of EFI Metrix products. He began the company in Australia as LithoTechnics, but in mid-2012 changed its named to Metrix Software with headquarters in Edmonds, Washington. The first version of Metrix was launched at drupa 2004 and, by the time of the company name change to Metrix Software, had eclipsed 1,000 installs in 22 countries.


“EFI and Metrix have had a positive working relationship for several years,” said Marc Olin, VP and GM of EFI’s Productivity Software business. “Adding the Metrix team’s exceptional talent and technical know-how helps us drive innovation even further.”

EFI plans to continue development and customer support for all of Metrix software products. Initially, the software is to be deployed as an imposition module for EFI’s Pace MIS product. EFI states over time Metrix’ technology is to become integrated with the company's other MIS and ERP workflow offerings.
 
The newest version Metrix, version 2013.0, was demonstrated in Chicago at PRINT 13 in September. The company pointed to the following new ehancements:


• Improved Layout tools, including the ability to copy and paste marks between Layouts,
• Instant assignment and reassignment of Products to Layouts,
• Ability to select multiple Products/Layouts/Components and alter multiple properties at once,
• Addition of Product Tags, for sorting and selective submission to Auto Plan,
• Enhanced intelligence built in to the Prepress Export functionality when error conditions are detected by Metrix,
• Project Reports can now be exported to PDF or a Printer. This works with Metrix Automation as well,
• A new PDF page re-ordering tool to fix improperly ordered content, and
• Support for Windows 8 and Server 2012.


MGI Digital Graphic Technology purchased a 100 percent interest in fellow French company Ceradrop, which specializes in developing inkjet systems for the printed electronics industry, including components for 3D printing.

MGI states the move is to take advantage of a growing economic sector. The market for printed electronics, according to IDTechEx market research, was estimated at US$9.4 billion in 2012, and is forecasted to grow to more than US$40 billion by 2020 and US$300 billion by 2030.

Based in Limoges, France, Ceradrop was founded in 2006 by members of the Centre National de la Recherché Scientifique (CNRS). The company’s high caliber customer list currently includes scientific laboratories like CEA and Centre National d' Etudes Spatiales in Fraunhofer, Germany, as well as industrial groups like Gemalto, DisaSolar and Thales. In North America, Ceradrop has been working closely with Northwestern University in Illinois.

Ceradrop develops systems for printing both 2D and 3D-ceramic and organic electronic components like antennas, Organic Light Emitting Diode (OLED) display screens, electronic chip cards, solar cells, RFID tags, printed batteries, and biomedical sensors. These components can be printed onto a range of materials like glass, metals, polymers, plastics and paper.

The company’s 15-member development team in Limoges is currently involved in major research programs, including work with SPrinTronics to produce disruptive solar technologies in sectors like medical, aerospace, digital security and electric vehicles. ASTRIJE, managed by CEA, is working with Ceradrop on the implementation of printed fuel cells using inkjet printing. Ceradrop is also working with DGA to develop CerMJet for printed ceramic magnetic components.


The Postmedia Network Corporation has announced it will sell two of its real estate holdings, responsible for the production of three of its newspapers: the Calgary Herald, the Vancouver Province and Vancouver Sun.

The company will sell its Kennedy Heights printing facility in Surrey, BC, and the Calgary Herald building in Calgary in order to pay down debt.  The Calgary Herald will be produced at TC Transcontinental beginning in November 2013. The company says it has invited union representatives in Vancouver to look at alternatives in producing the Vancouver papers.

According to a report by the CBC, one option for Vancouver is the opening of a new plant, but only if costs can be cut upwards of 70 to 75 percent. Otherwise, the papers produced at Kennedy Heights would also be outsourced to Transcontinental.

Postmedia Network announced last August the closure of its Eastgate plant in Edmonton, which produces the Edmonton Journal. That move eliminated 70 positions, with printing outsourced to nearby Great West newspapers.

In July, when it announced its quarterly results, the company posted a $112.2 million loss, primarily due to a non-cash impairment charge of $93.9 million. Print circulation revenue decreased 7.2 percent in the company’s first nine financial months while print advertising revenue decreased 12.7 percent.


Packaging Corporation of America (PCA) entered an agreement to acquire all outstanding common shares of Boise Inc. for an aggregate transaction value of US$1.995 billion. The move will increase PCA’s containerboard capacity by 42 percent.

The $2 billion transaction (all dollar figures are in U.S. currency) includes PCA taking on $714 million of Boise’s outstanding debt. The deal is expected to close in PCA’s fourth quarter of 2013, subject to regulatory approvals.

The combined companies generated $5.5 billion in sales and $879 million in EBITDA (excluding special items) in the last 12 months ended June 30, 2013. The combined packaging business generated 75 percent of sales and 83 percent of EBITDA over the period, with the remainder generated by Boise's paper business.

PCA's containerboard capacity will increase to 3.7 million tons from its current level of 2.6 million tons (a 42 percent increase), including the announced expansion of paper machine number 2 (D2) at Boise's DeRidder mill. PCA's corrugated products volume will increase by about 30 percent as a result of the acquisition. The move will also increase PCA's market presence into the Pacific Northwest.

“The acquisition is an excellent fit, both geographically and strategically, with unique and substantial synergies,” said Paul Stecko, Executive Chairman of PCA. “It provides the containerboard that PCA needs to support our strong corrugated products growth. The DeRidder containerboard mill is low cost, located in a very good wood basket and, after the D2 machine conversion, provides almost one million tons of primarily lightweight containerboard.”

PCA, headquartered in Lake Forest, Illinois, is the fourth largest producer of containerboard and corrugated packaging products in the United States with sales of $2.8 billion in 2012. PCA operates four paper mills and 71 corrugated product plants in 26 states across the country.


The boards of directors of both Boise and PCA have unanimously approved the agreement. Boise's board of directors expects to recommend that shareholders tender their shares into the offer once it is launched. The tender offer is required to be commenced within 10 calendar days and to remain open for at least 20 business days after launch. Any shares not tendered in the offer will be acquired in a second step merger at the same cash price as in the tender offer.

Boise Inc., headquartered in Boise, Idaho, manufactures a variety of packaging and paper products. Boise’s range of packaging products includes linerboard and corrugating medium, corrugated containers and sheets, and protective packaging products. Boise’s paper products include imaging papers for the office and home, printing and converting papers, and papers used in packaging, such as label and release papers.


Esko of Ghent, Belgium, has moved to purchase CAPE Systems, which develops software for packaging design, pallet load optimization and supply chain profitability. Details of the purchase have not been released.

“Esko is continually evolving from a prepress solution provider to an end-to-end supplier in the packaging world. It is our strategy to improve and drive profitability, utilization and failsafe solutions for our customers all the way from design to the point of sale,” stated Carsten Knudsen, Esko President and CEO. “CAPE has already made inroads in the brand owner and retailer packaging space. Adding their palletization tools to our portfolio supports our strategic goals.

The company continues to state there are close links between ArtiosCAD, Esko’s structural package design software, and CAPE PACK, which uses ArtiosCAD data for calculation and simulations within the software. Additionally, CAPE reports can already be managed within Esko’s WebCenter packaging management platform.

“There could be no better future for CAPE than to join Esko, one of CAPE’s most dynamic and familiar business partners,” stated Brad Leonard, CEO of CAPE. Currently headquartered in Texas, CAPE’s products and staff will be integrated into Esko’s portfolio and organization.


PrintAction sat down with the principals of Peel Graphics, which filed for bankruptcy in early August, and Advertek, which subsequently acquired some of Peel’s assets as part of its continuing growth strategy.

Peel Graphics, with locations in Brampton and Markham, Ontario, filed for bankruptcy on August 9 with total liabilities of approximately $6.6 million, of which around $4.8 million is owed to unsecured creditors. News of Peel’s closing sent shockwaves across Toronto’s printing community, which held the vast majority of Peel’s some 170 owed creditors.

Following a report by PrintAction about the bankruptcy filing, Advertek of Vaughan, Ontario, released a statement on August 20th that it had acquired assets of Peel Graphics. Advertek has purchased Peel’s 41-inch Heidelberg Speedmaster XL 105 press, various finishing equipment, and is currently in discussions with secured creditors to bring in more of Peel’s production equipment.

The Heidelberg XL 105 is scheduled to be installed sometime over the next month. It will replace Advertek’s aging perfecting press, circa 1998, which was purchased at auction following the bankruptcy of Allprint Ainsworth Associates, then a 34-year-old commercial printing company based in Kitchener, Ontario, in February 2010. Advertek also currently runs a 2005 40-inch, 6-colour Heidelberg CD 102 press with coater; 20-inch, 4-colour Heidelberg SM52 with coater; as well as an array of toner and inkjet production systems.

In addition to the asset purchase, Advertek also took on 35 former employees of Peel Graphics. “We have hired 85 percent of Peel’s staff, so from our point of view we have done something good,” says Simon Spina, co-owner of Advertek and Director of Finance. “We have kept people employed and we are going to continue to service Peel’s client base with the same level. So, we think we are doing something good for the community and for our industry, which has taken some major, major hits over the last five to 10 years. We will continue to reinvest and to grow and to hire.” 


Andrew Cook, former President and a principal owner of Peel Graphics, has joined Advertek in a sales capacity. Susan Nyilas, who was also a principal of Peel and its former General Manager, moved to Advertek, as well. Peel Graphics was a generational family business for more than 40 years – tracing its roots back to 1933 with a local community paper. The company’s primary Brampton, Ontario, plant was focused on sheetfed-offset production with the XL 105 press, in addition to running a Xerox iGen4.


“We opened [Peel’s] Markham facility two years ago and I would call that a bit of a disaster. It took quite some time to get work going in the wide-format arena and it really caused a lot of problems for Peel Graphics,” says Andrew Cook. “At the Brampton location we really didn’t have a lot of issues, it was business as usual. The Markham facility was a big challenge for us.”

Peel’s Markham facility was focused on the production of wide-format graphics running an 80-inch-wide EFI VUTEk GS2000. The wide-format operation was led by VP Ron Morgan, former President of Acuity Solutions Group in Richmond Hill, Ontario, which closed its doors in June 2011. Shortly after the closure, Morgan began discussing the start up of a new wide-format operation similar to Acuity with Cook and Nyilas of Peel Graphics. The Peel Markham facility began in August of 2013 with several former Acuity employees, peaking with over 25 staff members.

Advertek is also one of Canada’s fastest growing printing operations. The company was founded 14 years ago. Spina and Joe Montalbano, Advertek's Director of Sales, took ownership of Advertek back in 1999 and in late summer 2010 began construction on a new 30,000-square-foot printing facility in Vaughan, Ontario. The company generated annual revenues of $9 million at the time.

“Since mid-2010 we have grown about 20 percent,” says Spina, who attributes most of Advertek’s growth to the modern facility and focusing sales efforts on specific stable markets like financial, food and beverage, education, and mining. “We are in 12 different industries and we are not top-heavy in any one,” says Spina, “And we are not top-heavy with any one account, either. We have a real wide portfolio of accounts.”

Spina estimates Advertek’s mailing services have grown by around 400 percent since becoming part of the new plant in Vaughan shortly after it opened. Mailing is a service that Peel did not offer to its client base. “Peel was a good fit… We have mailing which they didn’t have and they are in the wide-format game, which we were not involved with,” says Montalbano. “The goal is to sell more to our existing clients and when we bring in new clients then we are able to get the lion’s share of their spend.”


Spina and Montalbano say they have been looking at expanding into wide-format for several months and now plan to run this service out of a 10,000-square-foot facility they recently took control of across from their existing plant. The new division is to be driven by the combined sales force of Peel and Advertek, who will also benefit from their shared expertise in sheetfed-offset work.

“We have been talking for quite some time about getting together and the synergies of putting the two print companies together in a difficult print market and it got pushed along a little faster by BDC,” says Cook. BDC, the Business Development Bank of Canada, is listed as a creditor of Peel’s bankruptcy filing for an unsecured amount of approximately $1.71 million and a secured amount of around $831,000. “It has been a terrible time, but I am very excited to be here. It is a great choice for the staff from Peel – most staff came over here – and I see great things in the future working with Advertek.”



Montalbano indicates Advertek’s future is to include continued growth through acquisition, based on a plan that he and Spina outlined at the very beginning of their 1999 partnership.

“When we first bought the company we had it leveraged pretty high, but we had some immediate growth that took place to support the leverage concept and it has paid off for us,” says Spina. “We are positioned very well at Advertek from a balance sheet point of view. A lot of our competitors have a lot of debt, but we don’t. Our plan was to get to a point where we had a clean balance sheet that would allow us to take advantage of the consolidation happening in the marketplace.”


Texas-based National Envelope, which filed for Chapter 11 in June, has announced it has signed an agreement with Cenveo to sell substantially all of its operating assets.

“We’re very happy with the outcome of the Chapter 11 proceedings,” Jim Pinto, National Envelope CEO, stated. “All parties involved worked diligently to see that the company was sold through the bankruptcy process and received the best possible outcome. This sale ensures the best result for all interested stakeholders, including debt holders, owners, creditors, customers and employees.”

The company has asked the US Bankruptcy Court for the District of Delaware authorize the Company to proceed with a sale of the assets of the business on September 13, 2013. The company says it will ensure a smooth transition  and that orders will continue to be produced and shipped in the normal course of business.

In November 2010, Cenveo acquired Envelope Products Group from MeadWestvaco for an undisclosed sum involving more than 900 employees. Cenveo today has more than 18 envelope facilities across the United States.


Following a report by PrintAction about Peel Graphics filing for bankruptcy on August 9, Advertek of Vaughan, Ontario, released a statement late this afternoon that it has acquired assets of Peel Graphics.

The staff of Peel Graphics, according to the statement, has relocated to Advertek’s operation in Vaughan. This includes Andrew Cook, President, and Susan Nyilas, General Manager, of Peel Graphics.

“Clients of both companies can expect it to be business as usual, but with a broader suite of services, skills and solutions to meet the growing demands and complexities of the industry," stated Joe Montalbano, Advertek's Director of Sales, in the statement.

Advertek was founded 14 years ago. Montalbano and Simon Spina, Director of Finance, took over ownership, along with a third partner no longer involved in the business, back in 1999. The company officially opened its new facility in Vaughan in the summer of 2011.


Pazazz Printing has acquired large-format printer Contact Image. Both companies are based in Montreal.

"We are a proactive company, always looking to expand and provide more solutions to our clients," said Warren Werbitt, Founder and CEO of Pazazz, who sees a natural fit between the two companies. "The Pazazz team is looking forward to working together to do the best we can. We share the same mind set: Think Big, Act Small."
 
Contact Image was founded in 1972 and has been a major player in large-format printing in Montreal, including being the first company to print on fabric in the city. In 2007, Contact Image went through a restructuring led by Aaron Fish and his appointed President, Jim Topolniski.

Normand Limoges took the helm of Contact Image in 2010. The company provides large-format printing on a variety of substrates, including fabrics, backlit signage, and vinyls. "Just as Contact Image, Pazazz is known for bringing new technologies and innovative print solutions to its customers," said Limoges. "The blending of the two families will be easy."

Pazazz was founded in 1992 and today provides offset printing with UV and conventional inks up to 56 inches, toner production, flexography and label printing, as well as packaging and large-format printing.


Amazon founder and CEO Jeff Bezos announced in a surprise move to purchase The Washington Post for a sum of US$250 million. 

The deal, which is by Bezos and is unassociated with Amazon, is expected to close within 60 days. This deal ends the ownership of The Post by the Graham family after four generations.

“Everyone at the Post Company and everyone in our family has always been proud of The Washington Post — of the newspaper we publish and of the people who write and produce it,” said Donald E. Graham, Chairman and CEO of The Washington Post Company. “I, along with Katharine Weymouth and our board of directors, decided to sell only after years of familiar newspaper-industry challenges made us wonder if there might be another owner who would be better for the Post (after a transaction that would be in the best interest of our shareholders). Jeff Bezos’ proven technology and business genius, his long-term approach and his personal decency make him a uniquely good new owner for the Post.”

The transaction covers The Washington Post and other publishing businesses, including the Express newspaper, The Gazette Newspapers, Southern Maryland Newspapers, Fairfax County Times, El Tiempo Latino and Greater Washington Publishing. The deal does not cover properties such as Slate magazine, TheRoot.com and Foreign Policy.

The Washington Post was founded in 1877 and as of 2009, is the fifth largest newspaper in the U.S. by circulation.
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