Mergers & Acquisitions

Belgium-based Agfa Graphics has completed the asset acquisition of Gandi Innovations Holdings LLC, which integrates technologies to build large-format inkjet devices.

The purchase involves most of Gandi’s North American assets, as well as shares in its principal foreign subsidiaries. In addition to a recently opened manufacturing facility in Mississauga, Gandi’s Website lists sales offices in Texas, Mexico City, India, South Africa, Belgium, Dubai UAE, and Hong Kong, with over 40 distributors worldwide.

The acquisition was announced in November 2009, six months after Gandi filed for bankruptcy protection in Canada, through the Companies' Creditors Arrangement Act, and in the United States, through Chapter 15. reports this morning that Canon’s $1.1-billion bid for Océ NV “may be in jeopardy after holders of 13 percent of the Dutch company said they won’t tender their shares and a group representing about 200 investors said the offer was too low.”

The Bloomberg article (link below) includes comments from a Canon spokesperson, as well as financial analysts who suggest it is not vital for Canon to obtain 100 percent of Océ’s shares at this time. 

The article also points out that the deal is fully supported by Océ executives. There are currently no counter bids on the table. Océ, yesterday, reported fourth quarter net loss of €23 million.

Read Bloomberg’s report

The sale of CanWest Global's newspaper holdings is set to begin later this week, despite strong objections from CEO Leonard Asper, who feels these assets are undervalued in the current economy.

CanWest Global has been operating under bankruptcy protection since October 2009, with RBC Dominion Securities acting as the company's financial advisor. RBC Dominion has found four potential suitors – Corus Entertainment, Shaw Communications, Fairfax Financial Holdings and Jim Pattison Group – to invest in the CanWest parent company, according to The Globe and Mail (see link below, along with two other related news links).

Each of these potential investors show varied interest in CanWest’s broad group of media assets. RBC has positioned the newspaper division to be sold separately. The Globe reported, that last week, CanWest CEO Leonard Asper wrote a letter in an attempt to stop creditors from putting CanWest’s 45 newspapers, as well as the National Post, up for sale.

While Asper feels the sale of the newspaper division is being rushed, and that a better price can be garnered when the economy improves, Grant Robertson of The Globe points out, “CanWest's newspaper division, known as CanWest LP, has fallen seven months behind on its debt payments. The bank has warned Mr. Asper that he now has no say over whether the assets are sold to recoup $935-million the senior lenders are owed.”

CanWest’s newspaper division owes creditors more than $1.3-billion. The auction for this division, and its 45 newspapers, is scheduled to begin this Friday. It will not include the National Post.

Read The Globe and Mail articles:

CanWest Draws four potential bidders

CanWest newspapers go on block despite CEO Asper's objections

CanWest lenders can't wait on sale, Scotiabank tells Asper

In a move to boost its presence in mobile advertising, Apple late yesterday confirmed its purchase of Quattro Wireless, as news of the acquisition quickly spread across a host of Apple-hungry technology Websites.

Most of the Websites picked up on a Reuters report, as well as a post from All Things Digital, a Wall Street Journal-affiliated blog, suggesting the purchase price would be around US$275 million. Apple has not officially confirmed it paid this amount for Quattro.

Apple’s move into mobile advertising comes a few months after Google Inc. purchased AdMob, which is a direct competitor to Quattro Wireless, for US$750 million in November 2009. Google yesterday introduced its new – unlocked – smart-phone hardware, while Apple, on the same day, announced that “more than 3-billion apps have been downloaded from its revolutionary App Store by iPhone and iPod Touch users worldwide.”

Graphic Systems Services (GSS), a privately held corporation located in Springboro, Ohio, has acquired the assets and intellectual property of the Didde Web Press business from Stolle Machinery Company LLC.

Founded in 1995, GSS provides parts and service support for the Harris/Schriber product line of which there are over 6,000 presses and roll collators installed around the world. The company will now provide similar support for owners of Didde presses, which have been in the market for well over 50 years.

Stolle Machinery produced over 7,500 Didde machines for business-form, direct-mail, label, and commercial printing companies. 

All the assets of the Didde entity will be relocated to GSS headquarters, which is a 100,000-square-foot facility with machining, assembly, engineering and service.

Presstek announced today it has entered into a definitive agreement to sell its wholly owned subsidiary, Lasertel, Inc. to SELEX Sensors and Airborne Systems (US), Inc.

"This sale to SELEX S&AS will place Lasertel into a large organization whose core business is closely aligned with Lasertel's mission," said Presstek Chairman, President and Chief Executive Officer, Jeff Jacobson. "At the same time, it allows Presstek to focus on its core business and further reduce its debt. While selling Lasertel has been a key objective during the past year, we needed to ensure that we received an appropriate value for Lasertel. We are pleased that we are able to accomplish that with this sale."

The sale price will be approximately US$10 million, comprised of US$8 million in cash upon sale of the business and approximately US$2 million of laser diodes for Presstek's future product requirements. The transaction is expected to close during the first quarter of 2010 and is subject to approval from certain governmental agencies in the United States and Europe. Presstek plans to use proceeds from the sale to reduce debt.

Lasertel develops and manufactures high-powered laser diodes for a variety of industries, including graphic arts. Presstek uses these laser diodes in its Presstek DI digital offset presses and the Dimension Excel Series of computer-to-plate systems. A supply agreement will also be entered into that will provide the currently utilized laser diode product to Presstek at existing prices for a two year period.

In a major move by the Japanese imaging giant, Canon has announced its intentions to buy Netherlands-based Océ in a deal worth 730 million Euros. The all-cash offer involves Canon buying all outstanding shares of Océ at a 70 percent premium over the stock's closing price on Friday.

"We are delighted to welcome Océ, the ideal partner in every respect, into the Canon Group," said Canon's President and COO Tsuneji Uchida. "Through the merger of Canon and Océ, we believe that we will be able to realize clear benefits, not only in the area of R&D, but also in terms of product mix and marketing and are confident that this winning combination will contribute greatly to our goal of becoming the overall number-one presence in the printing industry."

Following the merger, Océ will operate as a division within Canon, but will still be headquartered in Venlo, The Netherlands. Océ's office products will be integrated into Canon's Office Imaging Products. Canon's large format offerings, conversely, will be integrated into the Océ Production Printing Division over time. The two companies estimate it will take three years to fully integrate their various assets.

Canon employs over 170,000 employees worldwide whereas Océ employs over 22,000 in 90 countries.

Belgium-based Agfa Graphics announced today that it has reached an agreement to acquire most of the assets of Gandi Innovations Holdings LLC's North American operations and the shares of its principal foreign subsidiaries.

Mississauga-based Gandi Innovations has been operating under bankruptcy protection, through the Companies' Creditors Arrangement Act in Canada and Chapter 15 in the United States, since May 2009. The price of the acquisition, which is subject to regulatory and court approval, has not been publicly released. A press release about the pending acquisition states, "[the sales price] will have no major impact on Agfa's financial debt."

Gandi Innovations, which integrates technologies to build wide-format inkjet machines, was founded in 2001 and currently employs 256 staff. The company claimed to reach a sales peak of US$127 million in 2008.

"The combination of Gandi Innovations' products and Agfa Graphics' products will result in substantial growth for our inkjet business based on an even more complete system portfolio," said Richard Barham, Agfa Graphics' VP of Inkjet. "As our own portfolio consists of entry-level and high-end inkjet systems, Gandi Innovations' mid-range systems are a 100 percent complementary fit with our existing inkjet technology."

Gandi Innovations' CEO and co-founder Hary Gandy added: "Joining Agfa Graphics offers Gandi Innovations' staff and customers tremendous opportunities for the future."

Parker PadThe Echo, a newspaper serving Haliburton county, reported yesterday that Markham’s Parker Pad & Printing has acquired County Commercial Printers. Based in Haliburton, County Commercial was purchased by John and Wendy Gunning in 1988.

According to The Echo article, Janis Parker, who now runs Parker Pad and Printing, was familiar with County Commercial, because she owns a cottage on nearby Kennisis Lake. County Commercial will now take on the Parker Pad name.

Read The Echo article: County Printer Turns New Leaf

Heidelberg Chairman Bernhard Schreier responded to the collapse of merger talks between his company and manroland in an interview with Frankfurter Allgemeine Zeitung (Frankfrut General Newspaper) today.

When asked why the merger talks failed between the two companies, Scrheier did not answer the question directly, instead saying, " Let me put it this way, I was extremely surprised at the way the whole thing was reported in the media. In our ad hoc announcement on Friday, we confirmed that sales appear to be bottoming out at a quarterly level of around EUR 500 million, but we predict that it will take a little longer before there can be any talk of a recovery."

When asked again regarding the merger talks, Schreier was reluctant to acknowledge talks were even underway. "We have not been commenting on speculation and that will remain our policy," said Schreier.

He also expressed surprise at the reaction from the company's financial forecast last Friday. "We recorded a positive free cash flow in the second quarter, which means that our position for the year as a whole will be better than the previous year. If anyone feels this can be interpreted as an indication of new risks, I have no comment to make."

Schreier mentioned that Heidelberg were in talks with Koenig and Bauer, but only regarding possible manufacturing agreements.

When asked whether or not the company will be stepping up efforts to seek a new investor, Schreier said, "We never relaxed our efforts so there is no need to step up our activities in this area." He also said he was confident the crisis has bottomed out at sales of EUR500 million per quarter and annual sales will return to EUR 3 billion.

Despite having made no official statement that merger talks were in progress, Reuters has revealed that manroland has called off the much-rumoured merger talks with Heidelberg, due to "poor financial results" of its larger rival.

The report cites it has consulted with three sources familiar with the matter. It also revealed that a merger in the future was not out of the question, but it would lie beyond 2010.

Heidelberg made a financial announcement on Friday saying it expects its net results for 2009 to be far below that of the previous year. The company will release its final numbers on November 10. Heidelberg's stock took a steep dive at the report on Monday, losing over 20 percent of its value.

According to Reuters, "Heidelberg's profit warning came just days before manroland and Heidelberg were to formally agree to proceed with merger talks."


Read the Reuters report here.

Thad McIlroyPublishing pundit Thad McIlroy has produced a major report on Adobe’s planned US$1.8 billion purchase of Web-analytics firm Omniture, announced on September 15. This marks the first report to be produced by, which McIlroy founded to monitor and analyze the strategic directions of digital publishing.

The report, which is to be made available on October 12, 2009, is designed to capture “the big picture of this deal and its even larger implications", which includes a detailed look at the adoption of Web-based analytics, as well as the strategies of tightly integrating marketing-and-design functions together – “and the potentially troubling increased threat to privacy on the Web.” The report also includes interviews with customers as well as Adobe and Omniture executives.

"I feel confident that The Future of Publishing team has got a fix on the upside of the deal. At the same time we've analyzed the possible negative implications and these are fully discussed in the report,” said McIlroy. "After weeks of debate and speculation, this report will fill in the blanks. How likely is it that the deal will deliver on the benefits promised by the two firms? What are the financial implications for each? What does it presage for the future of digital media?”

The report can be purchased this week, as a PDF download, for $75, while it will be $95 on October 12.

View report details or purchase.

Heidelberg CEOThe Frankfurt branch of Reuters reports that Heidelberger Druckmaschinen AG and manroland AG “are set to decide by mid-October whether to proceed with formal merger talks,” according to unnamed sources “familiar with the matter.”

While the Reuters report does not claim a merger is eminent, it does indicate that Heidelberg and manroland executives, and their banking representatives, are involved in serious discussions about melding the two German press makers.

As of yet, no executive from either Heidelberg or manroland has gone on record about the possibility of the merger. At Heidelberg’s PRINT 09 press conference, in Chicago on September 11, CEO Bernard Schreier said, “I do not comment on rumours,” which was a sentiment shared by Vince Lapinski, CEO of manroland North America.

Reuters’ sources suggest Allianz Capital Partners, the investment arm of insurer Allianz, is the driving force behind the merger talks. Allianz has a 65-percent interest in manroland and a 12-percent interest in Heidelberg. One source said, “The government does not at all want state aid [for Heidelberg] to be seen as aid for Allianz.”

The possibility of a merger between Heidelberg and manroland first appeared in mid-2009, when most printing-industry Websites cited various sources within Germany – most focusing on reports from German-based and the financial newsletter The Platow Brief. In late August, reported that negotiations were underway between Heidelberg’s Merrill Lynch representation and manroland’s Deutsche Bank – with Boston Consulting examining operational issues.

The new Heidelberg-manroland merger reporting, from Reuter’s Philipp Halstrick and Alexander Huebner, quotes one source as suggesting, "There are still a few issues to clear up."

Relative to Canada’s Federal government, Germany traditionally takes more interest in massive domestic business transactions. In addition to the thousands of employees and millions of dollars that both Heidelberg and manroland infuse into the German economy, any such merger would also need to address the €1.4 billion loan Heidelberg received – through various Federal- and State-level initiatives – in August 2009. The governmental loans fall due in mid-2012.

Details of Heidelberg’s €1.4 billion loan

• €300 million loan from the Special Program of the KfW (Reconstruction Loan Corporation) for large companies (with a 50 percent indemnity from the KfW to the banks);

• A €550 million loan supported by 90 percent guarantee pledges from the Federal Government and the States of Baden-Württemberg and Brandenburg; and

• A syndicated credit line from a consortium of banks, also for €550 million.

Xerox Corp. signed an agreement to acquire Affiliated Computer Services (ACS) in a cash and stock transaction valued at $63.11 per share or US$6.4 billion, as of the closing price of Xerox stock on September 25.

Headquartered in Dallas, ACS is described as the world's largest business process outsourcing (BPO) firm. It employs more than 74,000 people, working with multinational corporations and government agencies in over 100 countries from 500 locations. The transaction, which has been approved by the Xerox and ACS boards, is expected to close in the first quarter of 2010.

"By combining Xerox's strengths in document technology with ACS's expertise in managing and automating work processes, we're creating a new class of solution provider," said Ursula Burns, Xerox CEO, who described the deal as a “game-changer” for the company. "Xerox becomes a US$22 billion global company, of which US$17 billion is recurring revenue – a significant boost to our profitable annuity stream. The revenue we generate from services will triple from US$3.5 billion in 2008 to an estimated US$10 billion next year." 

In addition to the exchange of shares, Xerox will assume ACS's debt of US$2 billion and issue US$300 million of convertible preferred stock to ACS's Class B shareholders. On an adjusted earnings basis, Xerox expects the transaction to be accretive in the first year.

Cenveo Inc., led by Chairman and CEO Robert Burton out of Stanford, CT, today completed its previously announced acquisition of New Hampshire-based Nashua Corporation, which focuses on the development of materials for the label and specialty-paper markets.

Together, the new company is said to be one of the United States’ largest manufacturers of pharmaceutical, scale and shelf labels, while the new assets also allow Cenveo to enter deeper into point-of-sale and wide-format printing markets.

Under the terms of acquisition, each share of common stock of Nashua will be converted into (i) $0.75 per share in cash and (ii) 1.265 shares of Cenveo common stock.

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