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Lexmark: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

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

This Schedule 14A filing consists of the following communications relating to the proposed acquisition of Lexmark International, Inc. (the Company) pursuant to the Agreement and Plan of Merger, dated as of April 19, 2016, by and among Ninestar Holdings Company Limited, Ninestar Group Company Limited, Ninestar Lexmark Company Limited, the Company and Apex Technology Co., Ltd.:

Letter to Employees from Lexmark Chairman and CEO Paul Rooke

FAQ for Merger Agreement Announcement for Employees

Presentation, Lexmark Going Private: An Exciting Transaction for Lexmark and Our Stakeholders

T ransaction FAQs for Investors

FINAL LXK Project Legendary Employee Letter

Email to employees worldwide

Send April 19 after release crosses wire; post to Innovate

Subject: Lexmark to be acquired by Apex Technology and PAG Asia Capital

From: Paul Rooke, Chairman and CEO

A few minutes ago, we announced that Lexmark has entered into a definitive agreement with a consortium of investors under which the company 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.

In October we announced that our Board of Directors would undertake a review of strategic alternatives to maximize value for our shareholders, and todays announcement is the culmination of that process. This is an exciting step forward for Lexmark and all of our stakeholders, and will enable us to continue to focus on our strategic initiatives while strengthening access to significant market opportunities in Asia.

With the Consortium, Lexmark will be able to reach the next level of growth and innovation faster than we could achieve on our own. With the Consortiums resources, we will be able to continue to invest in and grow the business to more fully penetrate the Asia Pacific market for hardware, software and services.

The Consortium is led by Apex Technology and PAG Asia Capital. Legend Capital is also a member of the Consortium.

Apex Technology, part of the Seine Technology Group in China, is the largest global aftermarket printer consumables company. Seine is the controlling shareholder of Apex Technology and Pantum International, Chinas first printer and printing solutions provider.

PAG Asia Capital is the private equity buyout arm of PAG, one of Asias largest private equity firms, with US$15 billion in capital under management across private equity, real estate and absolute return strategies. Legend Capital, founded in 2001, is a firm dedicated to early-stage venture capital and expansion-stage growth capital investment. Legend Capital is the venture capital arm of Legend Holdings, which founded Lenovo and is still a significant investor.

Combined, these companies bring a deep knowledge of our industry and our business, strong commercial and strategic relationships and significant financial resources, and I believe the Consortium will be an excellent partner for Lexmark moving forward.

For the most part, our operations will not be impacted by this announcement. When the transaction closes, Lexmark will continue to operate as a separate and independent U.S.-headquartered business and will cooperate with Apex/Seine, which will provide additional flexibility and resources. Lexmark will continue to be headquartered in Lexington, Kentucky, and I expect to continue leading Lexmark as CEO after the transaction closes. We expect that our ISS and ES business divisions, as well as our corporate, regional and country operations, will continue unaffected and benefit strategically and financially from the transaction.

Since Lexmark is a publicly held company, the acquisition is contingent on our shareholders approval, applicable foreign and domestic regulatory clearances and other customary closing conditions. Our Board of Directors has already given its unanimous approval to this transaction.

We expect this acquisition to close in the second half of 2016. Until then, we will continue to operate as a separate, independent company.

Above all, I want to emphasize that it remains business as usual at Lexmark. You should continue to stay focused on your day-to-day responsibilities and serving our customers.

Going forward, we are committed to keeping you informed. I am sure many of you have questions regarding todays announcement. For more information, please view the

news release

frequently asked questions

. Additionally, I will be hosting worldwide employee meetings tomorrow at 9 a.m. and 2 p.m. EDT, during which I hope to address many of your immediate questions as best I can.

Finally, it is important that our company speaks with one voice on this matter. As always, please refrain from making any comment to outside parties about this process and continue to forward any calls you may receive from the media to Jerry Grasso at 859-232-3546 or Lisa Doctrow at 859-232-1028, and from investors or other outside parties to John Morgan at 859-232-5568.

I thank you all for your continued commitment and dedication to Lexmark.


Additional Information and Where to Find It

In connection with the proposed transaction, Lexmark will file with the Securities and Exchange Commission (the SEC) and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, LEXMARKS SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Lexmark files with the SEC (when available) from the SECs website at and the Investors section of In addition, the proxy statement and other documents filed by Lexmark with the SEC (when available) may be obtained from Lexmark free of charge by directing a request to Lexington International, Inc., Investor Relations Department, One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky 40550, (859) 232-5568.

Participants in the Solicitation

Lexmark and its directors, executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Lexmark shareholders with respect to the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Lexmarks Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and its definitive proxy statement for the 2016 annual meeting of shareholders. Additional information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement relating to the transaction when it is filed with the SEC. These documents may be obtained free of charge from the SECs website at and the Investors section of

Safe Harbor

Statements about the expected timing, completion and effects of the proposed transaction and all other statements in this communication, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Lexmark may not be able to complete the proposed transaction on the terms described herein or other acceptable terms or at all because of a number of factors, including without limitation (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the failure to obtain the requisite approval of Lexmarks shareholders or the failure to satisfy the other closing conditions, (3) risks related to disruption of managements attention from Lexmarks ongoing business operations due to the pending transaction and (4) the effect of the announcement of the pending transaction on the ability of Lexmark to retain and hire key personnel, maintain relationships with its customers and suppliers, and maintain its operating results and business generally.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent Lexmarks views as of the date on which such statements were made. Lexmark anticipates that subsequent events and developments may cause its views to change. However, although Lexmark may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lexmarks views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of Lexmark are described in the risk factors included in Lexmarks filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which risk factors are incorporated herein by reference.

FAQs for Lexmark Merger Agreement Announcement

Who is the buyer?

The buyer is a consortium led by Apex Technology Co. and private equity firm PAG Asia Capital with private equity firm Legend Capital participating as well.

Apex Technology Co., Ltd. designs, manufactures, and markets inkjet and laser cartridge components for remanufacturers and distributors and is the largest manufacturer and solution provider for the global aftermarket imaging supplies channel. The company was founded in 2004 and is headquartered in Zhuhai, Guangdong, China. Zhuhai Seine Technology Co., Ltd., (Seine), is the largest shareholder of Apex holding approximately 70 percent of the voting shares of Apex. Apex shareholders also control Pantum International, Chinas first printer and printing solutions provider.

PAG Asia Capital is the private equity buyout arm of PAG, one of Asias largest private equity firms with funds under management exceeding US$15 billion across private equity, real estate and absolute return strategies.

Legend Capital is the venture capital arm of Legend Holdings, one of the largest diversified holding corporations in China, and has been a shareholder of Seine since 2007. Legend Capital focuses on China-related innovation and growth opportunities, and has been investing in the technology sector for the past 15 years.

Together, these companies bring a deep knowledge of our industry and our business, strong commercial and strategic relationships, and significant financial resources.

Why did the Consortium acquire Lexmark?

Lexmark is a recognized global leader in printing technology, managed print services and enterprise software, with a proven track record of performance, a consistent annuity-based business model and a talented workforce.

Lexmarks workgroup-class laser product offerings are complementary to the Seine Technology Groups Pantum mid- to low-end laser offerings.

Why was the Consortium the best option for Lexmark once the strategic alternative process was completed?

This transaction represents the culmination of an exhaustive six-month strategic alternatives review process by our Board of Directors and the next step in Lexmarks growth and innovation.

The transaction has been unanimously approved by our Board of Directors.

At closing, the transaction will provide Lexmarks shareholders $40.50 per share in cash, representing a 30-percent premium to Lexmarks undisturbed closing stock price on Oct. 21, 2015.

How will Lexmark benefit from the transaction?

With the Consortium, we will be able to reach the next level of growth and innovation faster than we could achieve on our own.

Apex and Apex parent company Seine have built manufacturing capacity in China for printers and consumables, which will help us optimize our cost structure.

How will the transaction impact our day-to-day operations?

Throughout this process we will continue to operate as we always have. In short, its business as usual.

Todays announcement is just the first of many steps in the process, as the closing of the transaction is subject to various conditions, including the receipt of required shareholder approval and various domestic and foreign regulatory approvals.

We will also maintain our current business strategy and operations, including our existing...