Mergers & Acquisitions

Rhino Print Solutions Inc., headquartered in Richmond, British Columbia, acquired Marcam Cross Media Ltd. of Toronto, Ontario. The purchase gives Rhino, led by President and CEO David Allan, its first location in the Eastern Canadian market to better serve its national clients.

“Now, with operations in Vancouver, Calgary and Toronto, we are uniquely positioned to provide high quality colour-managed print on demand solutions to Canadian businesses nation-wide,” stated David Allan. “We are fortunate to be inheriting such a high-caliber operation in Marcam.”

Founded in 1971, Marcam has evolved from its offset roots into a range of toner-based production, while focusing heavily on providing multi-channel print marketing and related analysis. This technological direction of Marcam fits with Rhino, which plans to build its new operation by emphasizing print on demand and multi-channel marketing .

“We are excited to be joining the award–winning Rhino team,” stated Matthew Marczak, President of Marcam. “We know for certain that our clients will admire Rhino’s relentless pursuit of quality and appreciate the new, broader national scope that is now achievable with an East to West print network.”

Rhino is one of Canada’s most-awarded printing operations, including its multiple-year achievements in the Canadian Printing Awards. Rhino received the Best of Show Award at the most recent Canadian Printing Awards event in 2012. The company has also received numerous awards in the Gallery of Superb Printing competition and the Premier Printing Awards, including multiple Benny Awards.

“This expansion and investment in our business reflects Rhino’s confidence in what we know to be a strong, healthy and continuous demand for higher quality, well-produced print marketing materials,” stated Allan.  “Today’s online, electronic marketplace requires print support that has a strong and appropriate stand-out effect.”

Eastman Kodak has announced it has settled with its largest creditor, the U.K. Kodak Pension Plan (KPP), in which the company will spin off its Personalized Imaging and Document Imaging businesses to KPP for $650 million. The deal will also resolve $2.8 billion of claims by the KPP against Kodak.

“In one comprehensive transaction, Kodak will realize its previously announced intention to divest its Personalized Imaging and Document Imaging businesses and settle its largest legacy liability,” said Antonio M. Perez, Kodak Chairman and Chief Executive Officer. “The KPP transaction moves us past several key hurdles in our reorganization, resolving all potential claims worldwide, assuring continued operations outside of the United States, placing our Personalized Imaging and Document Imaging businesses with a new owner that recognizes their value and is focused on their growth and success, and providing the remaining liquidity we require to emerge from Chapter 11. We are very pleased with the transaction, the value it creates for our stakeholders, and the dedication and creativity of KPP that made it possible to achieve this extraordinary result.”  

The company has also posted its financial result for the first quarter of 2013: a profit of $283 million. This number is compared to a $366 million loss in the same quarter last year. This positive result is mainly due to the sale of its digital imaging patent portfolio worth $535 million. 

The company’s Commercial Imaging segments saw improvement, reporting a loss of $8 million compared to a loss of $89 million a year prior. The company's overall sales, however, fell nine percent compared to the same quarter in 2012, totalling $849 million compared to $928 million.
“These results demonstrate that we are on track with our strategy to focus on Commercial Imaging, and that we are making operational improvements as Kodak takes the right steps to emerge as a profitable and sustainable company,” said Perez. “We have the right strategy and the right technology and products to extend our leadership in the industry.” 

In a letter to its customers today, Unisource revealed that it has been in talks with International Paper, the parent company of xpedx, to investigate the merging of its distribution businesses.

According to the letter, Unisource initiated the dialog and the two parties have subsequently signed a non-binding letter of intent about a potential transaction. The letter states that the deal would allow wider global reach in distribution and a stronger supply chain resulting in better service.

xpedx is a $6 billion business-to-business distributor with 85 distribution centres in the U.S. and Mexico. In 2007 the company expanded into Canada, leading with a 150,000 square foot facility in the Greater Toronto Area. In November 2011, the company pulled out of Canada completely, citing the decline of the print marketplace.

Unisource is a Georgia-based distributor with a workforce of roughly 4,000 people around the world. The company was formed in 1996 when it was split off from Alco Standard Corporation; it was then purchased by Georgia Pacific in 1999 and a majority stake was sold to Bain Capital. According to Forbes magazine in 2011, the company is the 82nd largest private company in the world.

The letter from Unisource stressed that if no agreement is reached between the two companies, Unisource will continue to operate as a private company.

Eastman Kodak announced today that it has reached an agreement with Brother Industries with regard to the sale of specific assets of its Document Imaging business.

The proposed cash purchase would come in at around US$210 million, subject to certain price adjustments at closing. Under the agreement, Brother would also assume deferred service revenue liability of the business, which totaled approximately US$67 million as of December 31, 2012.

Consummation of the transaction with Brother is subject to court approval and a marketing period in which Kodak may seek to obtain a higher or better offer for the business, alone or in combination with other businesses, including through a court-approved auction. Under the terms of the agreement, Kodak will seek U.S. Bankruptcy Court approval of the bidding procedures at a hearing in late April and is targeting final court approval of a transaction in June.

Kodak’s Document Imaging portfolio includes scanners, capture software and related services primarily for enterprise customers. Brother is a multinational electronics and electrical equipment company headquartered in Nagoya, Japan. Its products include printers, multifunction printers, sewing machines, large machine tools, label printers, typewriters, fax machines, and computer-related electronics.

“This proposed sale is another key step in Kodak’s path to emergence,” stated Antonio Perez, Chairman and CEO of Kodak. “It moves us closer to realizing our strategic vision for Kodak’s future.”

Shortly after entering its bankruptcy protection process in January 2012, Kodak announced plans to restructure around its Commercial Imaging business. The Rochester-based company is continuing a sales process for its Personalized Imaging business.

Domtar Corporation signed an agreement to acquire Xerox' paper and print media products distribution business in the United States and Canada. Xerox does not actually manufacture paper, but has attached the Xerox name through private-label agreements on a range of coated and uncoated papers and specialty print media for distribution.

Xerox has branded papers for the business forms, carbonless and wide-format applications. This business will now become part of Domtar's pulp and paper segment, and Domtar will market and distribute Xerox-branded paper and print media.

“This deal brings together Xerox's branded papers with Domtar's already comprehensive paper offering and will allow us to better serve our customers,” stated John Williams, Domtar's President and Chief Executive Officer. 

The transaction is expected to close in the second quarter of 2013, subject to customary closing conditions. Xerox plans to continue manufacturing other consumables, such as toner and ink, and Xerox Replacement Cartridges.

"As Xerox broadens its business to focus more on services and innovative document technology, we saw an opportunity for our paper business clients to be better served by a leader in the industry," said Frank Edmonds, Senior VP, Xerox Global Paper and Supplies Distribution Group.

KBA is planning to taken over the control of Flexotecnica based in Tavazzano, Italy, which is just outside of Milan. The move signals KBA’s entry into the flexible packaging sector, with an emphasis on films.

This is the second significant investment into a new market in less than a year for the German press maker, which made headlines in May 2012 during the drupa 2012 exhibition by introducing an industrial inkjet web press, called RotaJET, as well as the Varius 80 for shorter runs.

KBA explains the planned takeover of Flexotecnica is an opportunity to expand its existing strong position in the folding-carton market into a further growing packaging segment. For well over a decade, KBA, through its Rapida line of presses, has controlled a 50 percent global market share in large-format offset, which is the primary technology used for long-run folding carton work. In 2012 alone, KBA held more than a 65 percent market share in North America’s large-format sheetfed sector.

Flexotecnica is a subsidiary of Officine Meccaniche G. Cerutti (OMGC), an Italian company that specializes in gravure for the packaging and publication sectors with headquarters in Casale Monferrato, near Turin. Around 100 Flexotecnica employees build and merchandizes central-cylinder flexo presses for printing on various flexible packaging materials. The company has primarily focused its business activities in Europe.

The price for the majority stake in the Italian company, according to KBA, will be in the high single-digit million euros, following adjustments on the basis of agreed items made on the settlement date. The acquisition has been approved by the KBA supervisory board, but the final takeover by KBA is still subject to conditions that have to be met in the next few months, including a review by antitrust authorities.

Xerox has acquired Impika, the France-based manufacturer of industrial inkjet presses. The company’s offerings will join Xerox’s CiPress Production Inkjet systems.

Impika was founded in 2003 by a team of 11 engineering experts and today offers a portolio of aqueous inkjet presses based on proprietary technology. The company had a significant presence at drupa last year where it presented its iPrint range of continuous feed production presses. The company has a 32,000 square foot warehouse and assembly facility in Aubagne, France.

"We’ve succeeded in developing one of the industry’s most formidable product lines," said Paul Morgavi, President and Chief Executive Officer, Impika. "To continue our growth, we need to be part of a leadership organization that has broad global distribution and service, a strong brand, and the same customer-centric culture that we champion. Xerox is a logical fit for our growing business and for our customers, who will benefit from Xerox’s shared focus on innovation to advance digital color printing."

"A hallmark of Xerox’s long-term success is our focus on innovation, and Impika has demonstrated an innovative approach to advanced production inkjet printing that complements Xerox’s technology," said Jeff Jacobson, president of Xerox’s Graphic Communications Operations. "We have established leadership in serving the graphic communication marketplace. With Impika as part of our broader set of solutions, we’re bolstering our brand strength and better serving the market with digital products, solutions and resources to meet the needs of print providers so they can satisfy their clients and grow their businesses."

Xerox has been reselling the Impika brand in Europe since 2011. Impika’s operation, which includes 55 employees, led by Morgavi, will now report to Jacobson.

RP Graphics Group of Mississauga has made a second significant acquisition in the past three months with the purchase of Canadian Impact Imaging Corporation to expand its presence in the large-format sector. 

“This acquisition is a tremendous coup for RP Graphics Group on several levels,” stated Marc Fortier, President of RP Graphics, who joined the company in July 2012. “First, Canadian Impact Imaging has a broad range of print and finishing equipment that will compliment RP Graphics already impressive output capabilities for large format digital. Secondly, Canadian Impact Imaging’s wide-ranging expertise and creative capabilities will allow RP Graphics to expand its market reach in the dynamic market space.”

Founded in 1998, Canadian Impact Imaging is also a Mississauga-based company currently operating out of an 11,000-square-foot plant. It is described by RP Graphics as a single-source supplier for a range of large format inkjet and point of purchase (POP) applications.

“The drivers of this acquisition are the addition of revenue-generating assets and human resource expertise,” said George Mazzaferro, CEO of RP Graphics. “Bringing both the people and the technology of Canadian Impact into our fold were dual objectives for our company… This is a very strategic purchase, which creates immediate scale and scope in support of our stated business direction.”

In December 2012, RP Graphics purchased all outstanding shares of Data in Motion Marketing, a variable data imaging and specialty finishing company. That acquisition added significant capacity for RP Graphics to manage and process direct-mail work. Data in Motion Marketing was integrated into RP Graphics’ Mississauga facility and continues as its own brand in the market.

“The size and scope of the combined services we can now offer brings us into a unique group of suppliers in our served market,” stated Fortier. “These services include in-house creative support, physical design, high-quality printing, and the full range of finishing capabilities to service the large format digital and point of purchase markets.”

At the beginning of 2012, RP Graphics installed a new 40-inch Komori GL-640 press with a H-UV drying system. Among a range of equipment, the company also runs a 6-colour Komori LSX29, two iGen4 presses, and two Inca Sypder 320s for large-format work.

CCL Industries of Toronto, a global packaging power, primarily in the label sector, is spending around $500 million to purchase two business units of office products maker Avery Dennison Corporation.

CCL Industries, according to a report by Associated Press, is acquiring Avery Dennison office and consumer products, as well as its designed and engineered solutions businesses. These Avery Dennison businesses had combined revenue of approximately $910 million in 2012.

The news of CCL’s acquisition follows the cancellation of an earlier proposed deal that would have seen 3M Co. purchase Avery Dennison’s office and consumer products division for $550 million. That acquisition, announced in January 2012, was ultimately cancelled in October 2012 over anti-trust concerns, as the Associated Press reported how the U.S. Department of Justice announced it would take legal action to stop the sale.

If the new deal between CCL Industries and Avery Dennison closes by the middle of the year, as expected, CCL will introduce a significant boost for its pressure-sensitive materials and retail branding and information solutions businesses. In addition to labels, CCL also produces containers and plastic tubes.

Led by President and CEO, Geoffrey Martin, CCL Industries consists of three divisions CCL Label, CCL Container and CCL Tube with over 70 manufacturing facilities in North America, Latin America, Europe, Asia, Australia and Africa operated by approximately 6,600 dedicated employees.

Swedish firm Plockmatic International has purchased UK-based Morgana. Morgana, a supplier of document finishing technology, will become a wholly owned subsidiary of Plockmatic, which also supplies the same market.

“For a long time we’ve had enormous respect for Morgana’s people and its products,” said Jan Marstorp of CEO Plockmatic, who will head the new group. “Together, these two innovative companies add value to the printed page as part of the communications mix.”

Plockmatic International is part of Grimaldi Industri Group, a Stockholm-based holding company. The company will continue to operate its Morgana division out of Milton Keynes, UK, managed by current Morgana head Quen Baum.

“The combined companies and brands will be even stronger in the market and will better serve our customers and staff,” said Baum. “We look forward to the future and to being part of Plockmatic and the Grimaldi Industri Group.”

Xeikon NV, which is best known for developing web-fed toner presses for packaging, document and commercial printing applications, announced it is in discussions to be taken over by an external party. The company has not yet named the party it is engaged with, which could range from competing press manufacturers to private equity companies.

A short, publicly released company statement explains “[Xeikon] has engaged in discussions with a party, who has indicated to Xeikon that it may be interested in entering into a potential transaction regarding Xeikon, by way of making a public takeover bid for all shares in the capital of Xeikon.

The statement confirms, “Parties are currently engaged in initial discussions on a potential transaction. Further announcements will be made if and when circumstances so require."

In addition to its toner presses, which utilize LED-array-based imaging and robust proprietary front-end processing, Xeikon NV also develops CTP systems through its basysPrint and thermoFlexX brands.

Kodak announced in late December that it has successfully sold its patent portfolio for US$525 million to a consortium led by Intellectual Ventures.

"This monetization of patents is another major milestone toward successful emergence," Antonio Perez, Kodak's Chairman and Chief Executive Officer, said. "Our progress has accelerated over the past several weeks as we prepare to emerge as a strong, sustainable company. This proposed transaction enables Kodak to repay a substantial amount of our initial DIP loan, satisfy a key condition for our new financing facility, and position our Commercial Imaging business for further growth and success."

Kodak’s sale of these patents were a key condition to it obtaining financing worth US$793 million from bondholders. The patent sale had been announced in February 2012, but elicited little interest. Kodak originally valued the patents at between $2.2 and $2.6 billion.

The consortium purchasing the patents include major tech players such as Facebook, Google, Microsoft, Apple, Samsung, RIM, HTC, Fujifilm, Huawei, Amazon, and Shutterfly. As a result of this deal, Kodak agrees to drop patent cases against the purchasing companies, the most notable of which was a $1 billion suit against Apple last year.

After the sale of these 1,100 digital imaging patents, Eastman Kodak still retains over 9,600 patents in other business areas.

RP Graphics Group of Mississauga, Ontario, has purchased all of the outstanding shares of Data in Motion Marketing, a variable data imaging and specialty finishing company. The acquisition adds significant capacity for RP Graphics to manage and process direct mail work.

“This acquisition is an excellent fit for RP Graphics Group,” said Marc Fortier, who became President of RP Graphics Group in July 2012. “Data in Motion Marketing is an innovative company focused on technology; a perfect fit for our company. We have had a long standing relationship with Data in Motion Marketing and this is the logical next step for both our companies”

Data in Motion Marketing has been integrated into RP Graphics’ Mississauga facility and is a part of the security infrastructure RP Graphics has built to support its activities in the direct-marketing sector. Data in Motion Marketing will continue to operate as brand.

“Data in Motion Marketing needed scale and scope to get to the next step,” said Kareem Sesook, Founding Partner Data in Motion Marketing. “Combining our capabilities with the broad range of services available at RP Graphics benefits our clients and allows the combined sales force to develop new opportunities.”

North Plains, a digital-asset management provider based in Toronto, has purchased VYRE, a UK-based developer of marketing resource management (MRM) and brand asset management (BAM) software.
The acquisition, according to North Plains, extends its reach into the MRM space, which is to be leveraged with the company's existing expertise in digital and brand management tools to establish a full creative asset lifecycle on a single platform. North Plains focuses on helping companies effectively use their visual media content like images, photos, videos and 3D designs.

“This acquisition continues our rigorous focus on enabling North Plains customers to better connect and engage with their target audience by unleashing the power of their visual media," stated James Christopher, President and CEO, North Plains. “We’re fortunate enough to work with some of the most innovative brands in the world, helping them to create brand value and drive business growth.”

In May 2011, VYRE launched its On Brand technology as a software-as-a-service (SaaS) solution to provide management of brand guidelines, brand assets and creative workflows. VYRE also previously developed Unify, which is a Web-based marketing application platform.

With offices in Canada, the United States and Europe, North Plains claims to provide its technologies to more than 1,400 clients and 1,000,000 users, worldwide.

EFI of Foster City, California, acquired Technique, which develops management information systems (MIS) and enterprise resource planning (ERP) software products for the printing and packaging industries. Financial terms of the acquisition were not disclosed.

Technique consists of privately held Technique Business Systems Limited located in Leeds, United Kingdom, and Technique Inc. based in the state of Delaware. Techique’s technology joins an extensive set of MIS/ERP software owned by EFI, including Monarch, Pace and Radius solutions.

“We are excited to have Technique join the EFI family and our expanding portfolio of business automation technologies,” stated Marc Olin, GM of EFI’s Productivity Software business unit. “Many customers have benefited from the key technology advantages of the Technique solution, and we intend to continue to develop and support the product for many years into the future. We will also provide Technique customers an integrated workflow with our industry leading Fiery digital front ends and Inkjet portfolio including VUTEk, Jetrion and wide format devices.”
The Technique management team and employees will join EFI as part of its Productivity Software Business Unit. EFI plans to highlight Technique and its portfolio at the company’s upcoming annual user conference, EFI Connect, which takes place January 15-18, 2013, at Wynn Las Vegas.
“EFI remains committed to the business and to the long-term global market opportunity with this investment,” said Sean Whelan, EFI’s Director Productivity Software European operations. “Through our existing global operations, we are able to strengthen and expand the support network for the Technique customers now and for many years into the future.”

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