Actionable news
All posts from Actionable news

Lexmark Agrees To Be Acquired By Apex Technology And Pag Asia Capital

The following excerpt is from the company's SEC filing.

All-cash transaction valued at approximately $3.6 billion, or $40.50 per share

Announcement follows an exhaustive strategic alternatives review process focused on maximizing shareholder value

Agreement enables Lexmarks continued focus on strategic initiatives while strengthening access to substantial market opportunities in Asia

Lexmark will remain headquartered in Lexington, Ky.

LEXINGTON, Ky., April 19, 2016

Lexmark International, Inc. today announced that it has entered into a definitive merger agreement with a consortium of investors led by Apex Technology Co., Ltd. (Ap ex) and PAG Asia Capital (PAG), under which Lexmark will be acquired for $40.50 per share in an all-cash transaction with an enterprise value of approximately $3.6 billion, net of cash. Legend Capital Management Co., Ltd. (Legend Capital) is also a member of the Consortium.

The transaction has been unanimously approved by Lexmarks Board of Directors and represents a 30 percent premium to Lexmarks undisturbed closing stock price on Oct. 21, 2015, the date prior to the news of Lexmarks exploration of strategic alternatives becoming public.

The transaction is the result of a thorough review of strategic alternatives undertaken by Lexmarks Board of Directors, with the assistance of outside advisors, to maximize value for shareholders and unlock the companys intrinsic value.

The Consortium intends to maintain Lexmarks corporate headquarters in Lexington, Ky. Paul Rooke, chairman and chief executive officer of Lexmark, is expected to continue to lead Lexmark after the transaction closes.

Lexmarks two business groups, Imaging Solutions and Services and Enterprise Software, as well as the companys regional and country operations, are expected to continue unaffected and benefit strategically and financially from the transaction.

740 West New Circle Road

Lexington, KY 40550


The merger will be financed through equity contributions by the Consortium and debt financing. The merger is not subject to a financing condition.

Upon the close of the transaction, Lexmarks common stock will cease to be publicly traded on the New York Stock Exchange.

The merger, which is expected to close in the second half of 2016, is subject to approval by Lexmark shareholders, regulatory approvals in the U.S., including the Committee on Foreign Investment, China and certain other foreign jurisdictions, and other customary closing conditions.

Lexmarks Board of Directors also declared its regular quarterly cash dividend of $0.36 per share of Lexmark Class A Common Stock. The dividend is payable on June 17, 2016, to shareholders of record as of the close of business on June 3, 2016.

Lexmark will not host a conference call with securities analysts and investors in conjunction with its upcoming first quarter 2016 earnings release and does not expect to do so for future quarters while the transaction is pending.

Goldman, Sachs & Co. is acting as the exclusive financial advisor to Lexmark, and Wachtell, Lipton, Rosen & Katz is acting as the companys legal counsel.

Moelis & Company is acting as financial advisor to the Consortium, along with Skadden, Arps, Slate, Meagher & Flom and King & Wood Mallesons as legal counsel.

Supporting Quotes

This is an exciting transaction that Lexmarks Board of Directors believes is in the best interests of our shareholders following an exhaustive strategic alternatives review process to maximize value, said Paul Rooke, Lexmark chairman and chief executive officer. The transaction will benefit our customers and provide new...