Mergers & Acquisitions

Eastman Kodak Company announced today that it has enacted a Net Operating Loss Shareholder Rights Agreement which will serve to put a barrier to anybody trying to acquire the company.

Under the terms of the plan, should any investor attempt to buy five or more percent of the company over the next three years (or current investors with five percent attempt to buy more shares), Kodak would issue all current shareholders shares of preferred stock, driving up the cost of the acquisition. In finance, this is known as a "poison pill." This defensive tactic became popularized in the 1980s. In recent years, most companies which have enacted poison pill plans have eventually accepted takeover bids.

The move is seen to be an attempt to block any party who wants to circumvent bidding on Kodak's digital patents, and buy the company outright at under the value of the patents' worth. Kodak announced on July 20 it was investigating possibilities with its digital patents.

Kodak's stock finished trading on Monday at US$2.34 a share, down from nearly $4 a share from a year ago. The company currently has a market capitalization of US$630 million, well under the value of its patents alone. Kodak currently has 18,800 employees.

California-based Electronics For Imaging Inc., announced an agreement to acquire Entrac Technologies, which is a privately held company based in Toronto. With more than 4,000 installations in North America, Entrac develops self-service and payment applications, including technologies for mobile printing. The transaction, with undisclosed financial terms, is expected to close in the third quarter of 2011.

“Entrac's self-service products expand the portfolio of products and services we can offer to providers of business services,” said Toby Weiss, GM of EFI’s Fiery business unit and Senior VP of the company. “In addition, the Entrac payment technology offers new possibilities for future EFI products in both our traditional print-for-pay markets as well as the enterprise markets.

“For example, adding EFI's PrintMe cloud printing to existing Entrac products,” continued Weiss, “will make it even easier for customers to begin offering self-service printing to mobile workers, students, guests, and patrons.”

Entrac is to become part of EFI’s Fiery business unit and the company plans to target the technology at range of customers like franchise print shops, office supply retail stores, hotels and hospitality businesses, universities, convention centers, airports, transit stations, museums, libraries and many other locations worldwide.

François Olivier, CEO of Transcontinental Inc., announced plans to acquire seven of Quad/Graphics’ facilities across Canada, while Transcontinental is also divesting its Mexican assets, consisting of three facilities.

It was one year ago, in early July 2010, when Wisconsin-based Quad/Graphics’ finalized its purchase of World Color Press, formerly Quebecor World, which held several printing facilities across Canada.

Among the seven Quad/Graphics facilities that Transcontinental is scheduled to pick up, by purchasing all the shares of Quad Graphics Canada Inc., three are in Ontario, two in Quebec and one each in Alberta and Nova Scotia – six printing plants and one pre-media facility. Collectively, these facilities employ 1,500 people and are forecasted to generate approximately US$310 million of revenues in fiscal 2011.

The three Mexican facilities that Transcontinental will drop, consisting of 900 employees, are forecasted to generate $67 million in revenues in fiscal 2011. Transcontinental also plans to transfer its black-and-white book printing business, destined for U.S. export, to Quad/Graphics. This book business represents approximately $25 million in revenues.

“The acquisition of the Canadian assets of Quad/Graphics is in line with our strategy to build on our more traditional print assets and is key to maintain a solid business going forward given the competitive and industry dynamics,” said Transcontinental President and CEO, François Olivier. “It will allow us to leverage the over $700 million in investments we have made to our printing platform over the last several years. These transactions combined will generate at least $40 million in net incremental EBITDA for Transcontinental, over 12 to 24 months following the closure of the transactions.”

The definitive agreement, subject to regulatory clearances, has been approved by the boards of both Transcontinental and Quad/Graphics, and is expected to be finalized in the Fall.

Montreal-based Objectif Lune has entered an agreement to acquire Melbourne, Australia-based PrintSoft as of July 1st. PrintSoft is a provider of enterprise-class document management services, both paper and digital.

"The integration of PrintSoft further supports our mission to revolutionize management of document-driven business processes," said Objectif Lune's CEO, Didier Gombert. "In line with Objectif Lune's expansion strategy, this acquisition is the sixth over the past eight years. It represents another step towards strengthening the company's global presence while growing its solution portfolio in innovative areas such as hybrid mailing and document management systems. PrintSoft is a well respected player in the industry and we are proud to welcome them in the Objectif Lune family. We are honoured to gain prestigious clients such as Australia Post as a result."

"PrintSoft's expertise and capabilities complement the Objectif Lune business, and we are pleased that Objectif Lune intends to preserve and build on the PrintSoft brand into the future. I believe that this is a win/win situation for PrintSoft, Objectif Lune and their respective customers," said Derek Jones, Acting PrintSoft CEO.

PrintSoft was founded in 1989 before being purchased by Australia Post in 2005, with the goal of creating a hybrid mail system which sees mail transmitted digitally around the world before being printed for distribution in certified production centres close to the recipient. The system was installed in over 50 countries. PrintSoft itself has seven offices around the world.

HP today announced that it has signed a definitive agreement to acquire substantially all of the assets of Printelligent, a provider of Managed Print Services (MPS).

"As a market leader in Managed Print Services, this acquisition puts us even further ahead by strengthening our ability to deliver services and solutions through our channel partners to SMB customers,” said Vyomesh Joshi, Executive Vice President, Imaging and Printing Group, HP. “We’re reinforcing our commitment to our channel partners by bringing them a level of technology and experience that is unprecedented in the industry.”

Upon completion of the acquisition, Printelligent’s assets will be integrated into the LaserJet and Enterprise Solutions unit within the Imaging and Printing Group of HP. The acquisition is expected to close in HP's fiscal third quarter.

“Printelligent built an industry-leading managed print offering over the past 23 years,” said Rob Wellman, Chief Executive Officer of Printelligent. “With HP’s strength, this offering will continue to grow, and channel partners will deliver an unparalleled solution to help customers better manage their print environments.”

Printelligent has been in business since 1988 and has been offering Manged Print Services since 1993. The company is based in Salt Lake City, Utah.

Xerox Corporation today acquired NewField IT, a U.K.-based print consultancy and software solution provider. This purchase expands Xerox's offerings in Managed Print Services (MPS).

NewField IT's consulting and software services help companies implement MPS more quickly. Its Asset DB software suite creates visual maps of a floor plan to show how assets – like printers and copiers – are used throughout an office. By combining this visual mapping with a database that tracks usage patterns of document devices, workplaces small to large are better able to monitor and manage the use of the devices and their overall print-related costs.
"NewField IT's Asset DB is a user-friendly software, which speeds up some MPS implementations by up to four times. This will accelerate the return on the MPS investment for all our clients, helping boost business growth as they reinvest the costs savings into other areas of the business," said Stephen Cronin, President, Global Document Outsourcing, Xerox Corporation.  
NewField IT will operate as a wholly-owned Xerox subsidiary. Co-founders Robert Newry and James Duckenfield will continue to jointly lead the company, with Newry reporting directly to Cronin. NewField IT will maintain its name and keep its headquarters in Twickenham, U.K., and its U.S. operations in Philadelphia.

Glacier Media announced it has entered into an agreement with Rogers Publishing to purchase a portfolio of 15 media assets from Rogers' business and professional publishing group.

Titles covered in this agreement include:

Canadian Contractor
Canadian Manufacturing Online
Canadian Metalworking
Canadian Packaging
Canadian Plant / Plant West
Canadian Plastics
Design Engineering
Food in Canada
Fraser's Directory
Hardware Merchandising
Le Bulletin des agriculteurs
Purchasing B2B
Materials, Management & Distribution (MM&D)
Meetings & Incentive Travel

Notably, Rogers retains ownership of Marketing group, which includes Marketing magazine and CARD Online. Rogers also keeps its medical, financial and legal publications. The deal is expected to close this week, on May 27th.

Glacier Media's Trade Information group produces a wide range of trade publications covering trades from real estate to farming. Since 1999, the company has grown its offerings through numerous acquisitions, mainly in the West Coast and the Prairies.

Germany-based GMG GmbH enters deeper into the large-format-printing market following its acquisition of Aurelon, based in The Netherlands, which develops production workflow – colour management, raster image processing or output to PDF technologies – for producing desktop colour proofs, large-format images or packaging work.

“In addition to constantly increasing market share in our traditional proofing and press room markets, it is our goal to also become a major player in the growing large-format print production market,” said Paul Willems, CEO of GMG GmbH. “The acquisition of Aurelon is an important step in this direction and immediately allows us to offer A-to-Z production workflow solutions which fulfill the specific needs of large-format printers.

“As applications in the market and for service providers are getting more sophisticated and brand owners are raising their demands for color quality and consistency, now is the right time for GMG to step up its presence in this market,” added Willems. “Until now these key needs have not been entirely met by currently available production workflow systems.”

The Aurelon purchase follows GMG’s February 2011 acquisition of a UK-based media production company called Complete Workflow Solutions (CWS), which serves as a reseller and integrator for Dalim Software workflow and Xinet asset management solutions.

With the May 2 departure of Gerry Heinz, Operations Manager, Pacific Bindery Services is now under the full ownership of Brad Clement, who has helped lead the finishing giant for the past 12 years.

Heinz spent 32 years with Pacific Bindery, founded 39 years ago, which included a co-ownership position in the Vancouver-based company. With the departure of Heinz, Larry Worfolk assumes the role of Operations Manager at Pacific Bindery.

Worfolk most recently held the position of Customer Service Manager with Pacific, while also serving as Acting Operations Manager during several months of 2010. Worfolk also previously owned his own printing business.

Pacific Bindery now operates out of a 45,000-square-foot facility with 50 employees. The company is a perennial winner within the award competition hosted by the North American-based Binding Industries Association. Overall, Pacific Bindery has won 35 awards over the past eight years.

Clement, who also serves as Controller and CFO with Pacific Bindery, has been part owner of Pacific Bindery for the past 12 years. Kris Bovay, who joined Pacific Bindery in 2002, remains General Manager of the company.

Shortly after filing for Chapter 11 with the U.S. Bankruptcy Court, Böwe Systec Inc. today entered into an asset-purchase agreement with Versa Capital Management and co-investment partner Access Value Investors Inc. Böwe Systec controls BÖWE BELL + HOWELL and its Canadian subsidiary Böwe Bell + Howell International Ltd.

Philadelphia-based Versa holds the majority of BBH’s outstanding secured debt, which will be resolved through the sale. Within its investment portfolio, Access Value Investors also holds NCP Solutions LLC, which is a document management firm with printing, mailing and electronic-delivery capabilities, as well as Indianapolis-based Zimmer Custom-Made Packaging.

In addition to the Chapter 11 filing, BBH Canada will also request that the Ontario Superior Court of Justice in Toronto recognize the U.S. proceeding as a foreign main proceeding, which would allow the company to seek ancillary relief from the Canadian Court as required.

The companies expect the sale process to be completed within 90 days.

Ricoh Company announced that it will be incorporating two of its divisions, InfoPrint Solutions and the marketing/planning resources of Ricoh Production Printing Business Group in Japan. The new entity will be known as Ricoh Production Print Solutions (RPPS). The headquarters of this new division will be in West Caldwell, New Jersey.

”The decision to locate the headquarters of RPPS in the United States is an indication of how important this market is for future success,” said Shiro Kondo, President & CEO, Ricoh Company, Ltd. “This is a clear indication of our desire to increase our marketplace penetration in the US and around the world. We fully expect to see the positive results of this in the coming months and years,” he said.

Former Chairman and CEO Shiro (Simon) Sasaki, of Ricoh Europe will take on the role of Chairman and CEO of RPPS. The new group will report to Ricoh's Production Printing Business Group in Tokyo, Japan.

Ricoh says this realignment will provide a more effective and efficient approach to "this highly competitive marketplace."

In June 2007, Ricoh acquired 51 percent of IBM's Printing Systems Division, forming a partnership known as InfoPrint. In June 2010, Ricoh purchased IBM's remaining interest in InfoPrint, making it a wholly owned subsidiary. InfoPrint has approximately 2,700 employees globally, with its former headquarters being in Boulder, Colorado.

Heidelberger Druckmaschinen AG acquired Belgian-based software developer CERM. Headquartered in Oostkamp with a staff of 26, CERM specializes in the development of Management Information Systems (MIS) for commercial and label printing operations. 

“By acquiring CERM, a well-known software specialist in Western Europe, Heidelberg is expanding its portfolio of Management Information Systems,” said Marcel Kiessling, member of the Management Board responsible for Heidelberg Services. “We aim to present a fully integrated MIS solution with central data management in combination with our Prinect print shop workflow at drupa 2012.”

Heidelberg estimates the global printing market volume for MIS to be around EUR200 million.

“We’ll continue to serve all our existing customers in all our markets,” said Tom Musschoot, former owner CERM, who will stay on as Managing Director of the software entity. “Additionally, as part of Heidelberg, we will be able to extend our business to a truly global level by making use of Heidelberg’s worldwide presence and international sales channels.”

John Barney, President of Barney Printing Ltd., reached a deal with John Hueston, President of Aylmer Express Graphics Group, to amalgamate the two Ontario-based printing companies. 

Barney Printing is a 77-year-old company that primarily provides commercial printing for the London, Waterloo, Guelph and Toronto markets. Barney Printing will continue to operate out of its current location in Woodstock. Barney Printing has been family owned since its inception in January 1934.

“The versatility that the Express adds, particularly in digital print and mail services, is essential today,” said John Barney. “Our customers will save time and money through the convenience of 1-stop shopping."

Aylmer Express is a fourth-generation family business, founded 130 years ago, and now operates out of four production sites, including London, Woodstock, Aylmer and Richmond Hill locations. Early last year, Aylmer Express bought Accell Graphics of London, Ontario.

“This is a great fit. We have similar backgrounds and both are dedicated to maintaining high standards and premium quality,” said Hueston. “This puts us firmly in the 40-inch press market. Few can match our years of experience in everything from sheetfed printing and full bindery services to large-format output, to mail and data management.”

Cascades Inc., based in Kingsey Falls, Quebec, reached an agreement to sell Dopaco Inc., its converting business for the quick-service restaurant industry, to Reynolds Group Holdings Ltd. for US$400 million.

According to Cascades, net proceeds from the transaction will mainly be used to pay down debt, while the deal also includes a commitment from Dopaco to purchase boxboard from Cascades over the next five years.

“While we have always considered our ownership in Dopaco to be a good investment, I am pleased to announce this transaction which unlocks significant value for our shareholders,” said Alain Lemaire, President and CEO of Cascades. “In fact, this divestiture is part of our overall strategy to gain more financial flexibility and streamline our portfolio of assets to pursue the development of our core tissue, packaging and recovery operations.”

The transaction is expected to close before the end of April 2011.

Winnipeg-based FP Canadian Newspapers Ltd. has acquired Derksen Printers Ltd. and its weekly newspaper The Carillon, located 65 kilometres away in Steinbach, Manitoba. Derksen Printers was founded in 1936 and today produces both commercial web and sheetfed printing.

“This is an excellent addition for FPLP and we’re very excited about the future prospects of both the commercial printing business and the award-winning weekly newspaper,” said Ron Stern, CEO of FP. “The south-eastern region of Manitoba is the fastest growing area of the province, and the Derksen family has built a business that plays a key role in supporting the commerce and continued growth of this region.”

In its most recent fiscal year, Derksen Printers generated combined printing and publishing revenues of $5 million, while employing approximately 50 people in its 26,500-square-foot facility. The Carillon newspaper has a weekly circulation of 8,000.

“We believe there’s a solid business base, and a motivated group of employees who we look forward to working with to grow the business in this very important part of the province,” said Dan Koshowski, CFO of FP.

FP Newspapers Inc. holds 49 percent of FP Canadian Newspapers Ltd., which owns the Winnipeg Free Press, Brandon Sun, and the Canstar Community News division that controls eight community newspapers in the Winnipeg region.

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