Mergers & Acquisitions

Montreal-based Transcontinental Inc. last week announced plans to close its Boucherville, Quebec, printing plant on December 17, 2010, which will result in laying off around 180 employees.

"Over the past several years, Transcontinental has invested heavily in new printing technologies that have made it significantly more efficient and augmented its production capacity," said Jacques Grégoire, Senior VP, Magazine, Book and Catalogue Group. "Today, because of the major structural changes in the printing industry that have led to decreased demand in certain niche markets, Transcontinental is faced with overcapacity in the book, catalogue and magazine segment of its print network."

On November 1, Transcontinental announced the purchase of Vortxt Interactive, for an undisclosed sum, in an effort to build up its recently introduced Marketing Communications Sector. The move follows the company's Lipso Mobile acquisition from earlier this year.

“Every day we work with our customers on analyzing, executing and deploying marketing strategies that are built on personalization and new communication platforms. The acquisition of Vortex Mobile fits in perfectly with this approach,” stated Christian Trudeau, President of Transcontinental's Marketing Communications Sector. Today, Transcontinental's digital platforms deliver content through more than 150 Websites.

Founded in 2004, Vortex Mobile has 37 employees who, along with Vortex co-founder, Brady Murphy, will join the 900 employees in Transcontinental's Marketing Communications Sector. Murphy's new position will be VP of Sales, Mobile Solutions.

After signing an intent to merge in February 2010, R.R. Donnelley and Bowne yesterday announced that the termination date of the merger agreement has been extended from October 23, 2010, to January 23, 2011.

RR Donnelley and Bowne previously disclosed on May 12, 2010, that each had received a request for additional information (commonly known as a "second request") from the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Completion of the transaction remains subject to the expiration or termination of the waiting period under the HSR Act and other customary closing conditions. RRD and Bowne expect the transaction to close during 2010.

RRD claims to work with more than 60,000 customers worldwide, while Bowne employs 2,700 people around the globe in 50 offices.

Quad/Graphics announced new plans for its Canadian operations, formerly that of Quebecor World. Quad's plant in St. Jean, Quebec, will cease production by the end of the year, eliminating approximately 270 jobs.

Following the closure, the company will have eight printing plants in Canada: Dartmouth, Nova Scotia; Montréal, St. Laurent and LaSalle, Quebec; Aurora and Concord, Ontario; Edmonton, Alberta; and Vancouver, British Columbia, as well as a premedia facility in Toronto that offers prepress, photography and creative services.

The company also announced a $23 million investment in its Canadian operations, which includes training and new equipment within the next year. The Edmonton plant will be realigned to produce retail inserts and directories, moving the plant's other commercial work to a facility in Aurora, Ontario. This will result in 30 jobs being eliminated in Edmonton.

“We are committed to Canada and are structuring our operations to deliver the best quality on the most efficient and flexible manufacturing platform coast to coast and nearest to our customers’ end users,” said Joel Quadracci, Quad/Graphics Chairman, President & CEO. “This strategic investment will improve our platform and is a big step toward strengthening our position in Canada.”

Transcontinental Media has acquired Group Média-Business Inc, publisher of Journal Le Nord, a weekly newspaper with circulation of 50,000 serving 12 municipalities in the Laurentians.

“Transcontinental is committed to serving local communities, and with today’s announcement, we truly cover the Laurentians with three titles: Le Nord, Point de vue Sainte-Agathe and Point de vue Mont-Tremblant,” said Serge Lemieux, Transcontinental Media’s Vice President, Newspaper Division, Québec and Ontario. “We are proud that these publications and their online counterparts are at the heart of what’s happening in the community by allowing local residents and business to stay in the know and the now.”

Groupe Média-Business was owned by François Laferrière and employed 15 staff members, all of which are now part of Transcontinental Media. Transcontinental Media now publishes 64 community newspapers in Quebec with a weekly circulation of over 2.5 million, distributed through its Publisac distribution network.

Konica Minolta will be divesting its offest printing plate business, including subsidiary American Lithoplate to Southern Litoplate Inc. The deal is scheduled to close on October 1.

Kazuhiko Fukushima, President and CEO of Konica Minolta Graphic Imaging, Inc. said, "Konica Minolta Graphic Imaging has a long standing tradition and heritage in the prepress and printing supply business. We are honored by our loyal customer relationships over these many decades. We thank our customers for their belief and support which fueled our growth in the CTP and conventional plate business over the last three years."

Southern Lithoplate Chairman and CEO Edward A. "Trip" Casson, says the company intends to expand its international markets "including, but not limited to South America." Southern Lithoplate has its roots going back to 1934 with a regraining business and was the first manufacturer to incorporate rolled aluminum as the primary substrate. The company relocated to Raleigh, North Carolina in 1981 and incorporated as Southern Lithoplate.

Peter Wilkens, President and CEO of Agfa Graphics North America, stands to gain an extensive distribution network in the United States after the Belgium-based technology company announced an agreement to purchase Pitman Company.

The move boosts Agfa's annual revenue in the U.S. to over US$500 million. The company also states that the EBIT margin of the Pitman business is expected to be inline with Agfa's seven percent global EBIT target. As well, Agfa will expand its product portfolio most notably in the areas of prepress, inkjet (media, inks and wide-format devices), and packaging (flexography plate solutions).

"One glance at Pitman’s extensive catalogue is enough to understand that we will considerably expand our scope,” stated Stefaan Vanhooren, President of Agfa Graphics' worldwide operations. "One of the main drivers behind this decision was the fact that we gain a unique opportunity to significantly grow our inkjet business."

A few days before the Agfa-Ptiman deal was announced, Kodak released a statement that it had ended its distributorship agreement with Pitman. Kodak stated it notified Pitman that it is terminating Pitman’s right to distribute all Kodak products, to take effect at the end of business on October 5, 2010. "Kodak is expanding its relationship with xpedx because we believe it will support the best interests of our customers," stated Don Whaley of Kodak North America.

Pitman issued an immediate response to Kodak, stating that it remains committed to its customers in the U.S.-based printing industry. Based in Totowa, New Jersey, Pitman has 502 employees across 16 locations in the United States. The company celebrated 100 years in business back in 2007.

Specialties Graphic Finishers, under the leadership of Norm Beange, has purchased 128-year-old Anstey Book Binding of Toronto.

Anstey Book Binding was founded in 1882 in Toronto and has since grown to become a high-end provider of bindery services and also developed its own line of stationery products.

In 1994, C.J. Graphics owner Jay Mandarino and Neil Stewart bought Anstey and went into a partnership. A third partner, Doug Laxdal, Founder of The Gas company, a digital graphics studio, joined Anstey approximately five years ago.

After the sale, Neil Stewart will remain as President of Anstey, which has 15 full-time employees.

"We saw a good fit with Norm," said Stewart. "It was a good opportunity for us to grow."

Quad/Graphics has finished its acquisition of World Color press this week and has begun trading on the New York Stock Exchange as of today.

“This is a defining moment in our company’s history and for the future of our industry,” said Joel Quadracci, Chairman, President & CEO of Quad/Graphics. “We believe in the power of print in a multichannel media world, and we now have more talent, technology and solutions in more places to better serve our clients well into the future. Our new leadership includes the best and the brightest from both companies, building a unique team of innovative people who will redefine print for the benefit of all our stakeholders.”

Based on proforma unaudited revenues of both companies for the 12 months ending March 31, 2010, Quad estimates that the combined entity will have sales of $4.8 billion. It has approximately 28,000 employees working from more than 80 facilities in North America, Latin America and Europe. Quad/Graphics is now the second-largest provider of print and related multichannel solutions in the Americas, next to RR Donnelley.

Quad/Graphics was founded on July 13, 1971, by Harry V. Quadracci, son of Harry R. Quadracci, a pioneer in web offset printing. The company announced it will acquire Worldcolor in January.

“Quad/Graphics has had five months to plan this integration and is better prepared than any team with which I've been associated over the years,” stated Mark Angelson, former Chairman and CEO of Worldcolor, who continues on with Quad/Graphics as a member of the Board of Directors. “Harry Quadracci would be beaming with pride, as I am, at having passed the torch of leadership to such a remarkable group. They bring to this acquisition a seamless will to win, the best technology and the clearest strategic vision that I have seen. With Joel Quadracci at the helm, surrounded by the best of the best from these two great companies, Quad/Graphics should go from strength to strength, and all of our constituent groups will benefit.”

Paul Godfrey, current CEO of the National Post and leader of the group of creditors who purchased the newspaper assets of Canwest, has announced the new name for his newspaper empire: Postmedia Network Inc.

"From the earliest days of information delivery by post, to the current online world of posting news and information online as it happens and looking ahead to the constant evolution in a post-media universe, our new name reflects both the strong legacy and the exciting future of media as we become a new company," said Godfrey in a memo.

The deal is expected to close July 14. Godfrey got governmental approval for the purchase last month, valued at $1.1 billion. The chain of newspapers had numerous bidders, including Torstar and the West coast's Black Press. The Canwest newspapers chain contains some of Canada's largest newspapers, including the National Post, Ottawa Citizen, Calgary Herald and the Vancouver Sun.

Close to 92 percent World Color Press Inc.'s shareholders, on Thursday last week, approved Quad/Graphics' pending purchase of the former Montreal printing giant, while the deal also received Québec Superior Court clearance yesterday.

As a result of these two announcements, Quad is expected to complete the acquisition sometime this week, which will result in placing the newly merged entity on the New York Stock Exchange (NYSE).

At a special shareholder's meeting in Toronto, 91.78 percent of the votes cast were in favour of authorizing the acquisition. After the final approval needed came from the Commercial Division of the Québec Superior Court, the companies announced that they expect to complete the deal on July 2, 2010.

Quad was previously cleared to list its class A common stock on the NYSE under the stock symbol QUAD, while the company's Chairman, President & CEO, Joel Quadracci, is scheduled to ring the exchange's opening bell on July 7, 2010.

“The extraordinary journey of the new World Color now is within a few days of reaching a highly satisfactory ending for our customers, our shareholders and for most of our employees," stated Mark Angelson, World Color's CEO, following the Quebec court approval. "Our impending association with Quad/Graphics is a great honour, and is by far the best outcome.

"This would not have been accomplished without the dedication and professionalism of all of our employees, directors and advisors. Hearty thanks to each of them for bringing us to this pivotal point in our history, and for enabling the latest step in the transformation of our industry.”

Baldwin Technology Company has agreed to purchase Nordson UV Ltd., a wholly owned subsidiary of Nordson Corporation, which develops UV curing systems. Nordson is to retain its industrial UV curing product lines.

"We have had a mutually beneficial alliance with Nordson for several years, so this combination is a logical step in that relationship," stated Karl S. Puehringer, President and CEO of Baldwin, in a press release. "It will enable our customers to partner with a single-source for both IR [infra-red] drying and UV [ultra violet] curing on both offset and digital printing."

The Nordson UV business, which sells systems under its own brand name, as well as the Horizon and Primarc brand names, is currenlty based in Slough, England.

The transaction is expected to close by June 30, when Nordson UV will be renamed Baldwin UV Ltd.

Quad/Graphics, in announcing this week that it has received clearance to be listed on the New York Stock Exchange, with plans to begin trading after the completion of the Worldcolor acquisition. The shares are scheduled to begin trading on July 6, 2010.

The company has already received approval from the Minister of Industry under the Investment Canada Act and needs a final order from the Quebec Superior Court pursuant to the Canada Business Corporations Act (expected June 28), as well as final Worldcolor shareholder approval, scheduled for June 25.

If those details, along with customary closing conditions, are met, the company says it anticipates the transaction to complete July 2, 2010.

Quad/Graphics announced its intention to acquire Worldcolor in January. Worldcolor and Quad/Graphics had aggregate non-audited revenues of US$5.1 billion – for the 12-month period ended September 30, 2009 – and aggregate non-audited, adjusted EBITDA of US$647 million.

Current Worldcolor CEO Mark Angelson will stay on to help consolidating the two companies.

At the IPEX show this week, Ricoh announced that it is launching a new brand identity for InfoPrint, a venture until this point, had been jointly run by Ricoh and IBM. As of July, InfoPrint will become a wholly owned subsidiary of Ricoh.

The re-branding will consist of a new logo for any piece of equipment produced after May 14th. "The new logo illustrates the strategic evolution of our brand," said Peter Lazaroff, InfoPrint Solutions' Vice President of Marketing Communications. "It is a logical progression from the joint venture logo — which our many stakeholders have come to recognize — to our new logo, which includes several familiar elements, yet speaks to the progress of InfoPrint Solutions."

At the show, InfoPrint also introduced the InfoPrint 5000 MP, additional InfoPrint 4100 models and new workflow software.

The IBM/Ricoh joint venture was announced in January 2007 where Ricoh initially will acquired 51 percent of the new InfoPrint entity, which stemmed from IBM's Printing Systems division. The venture had always intended for Ricoh to progressively take more ownership in InfoPrint over the course of three years, culminating in the full ownership.

"This agreement is key to Ricoh's efforts to become a leading global provider of output and print solutions," said Masamitsu Sakurai, President and CEO, Ricoh at the joint venture's announcement in 2007. “We will invest the necessary resources to make InfoPrint Solutions Company into a core business. Building on our long association with IBM, we look forward to creating an infrastructure that can address complex solutions and mission critical environments."

After announcing plans to become the second-largest shareholder of Goss in June 2009, Shanghai Electric Corp. yesterday announced it plans to exercise its option to take on 100-percent ownership of Goss International in June 2010.

“We are taking this step because Goss International is a market leader with innovative technology and a highly effective global manufacturing, sales and support platform,” stated Xu Jianguo, Chairman of Shanghai Electric Group (SEG). “Full ownership of Goss International enhances our presence in the print sector, our world-class product portfolio and our ability to deliver innovation, value and security to a wider range of printers and publishers.”

SEG owns the Akiyama sheetfed press manufacturing entity, best known for its Jprint line, which Goss began to distribute in North America earlier this year. The company’s printing and packaging machinery division also controls companies that produce Purlux, Guanghua, Yawa, Shen Wei Da and Feida printing and packaging machinery brands.

With 60 primary manufacturing sites,more than 40,000 employees and 2009 revenues of US$8.6 billion, SEG is a large Chinese company with interests outside of the printing sector, including power generation and transmission, electromechanical equipment, heavy machine tools, transportation equipment, environmental protection systems and automatic instrumentation.

Goss and SEG have been working together in China since 1993.

Anna Magliocco-Chagnon, President and CEO of Bitstream Inc., signed an agreement to acquire substantianlly all assets of the struggling Israeli-based software developer Press-sense Ltd. for $6.5 million in cash and the assumption of liabilities.

A privately held company, founded in 2001 and funded over the years by several venture capital firms, Press-sense, which primarily builds software to intergrate Web-to-print and MIS technologies, has been struggling to stay afloat over the past few months.

Press-sense’s flagship iWay is a significant OEM Web-to-print product for toner-based press manufacturers like Xerox (FreeFlow), Hewlett-Packard (SmartStream) and Océ (PRISMAweb). The company claims to have an install base of over 1,500 customers in North America, Europe and Asia Pacific.

According to a statement about the pending transaction, there is little overlap between the customer base of Bitstream, through its Pageflex product line, and Press-sense. Pageflex technology primarily deals with automating the creation, production and back-office processes for document orders.

“Our Pageflex product line leads the industry in tackling the frontend of the process – order taking and document production. Press-sense provides the most-extensive business management tools for the backend of the process… Through this asset acquisition, Bitstream becomes the only entity able to offer the full complement of solutions required by document producers,” stated Magliocco-Chagnon, in a press release.

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