Baldwin to be Acquired by Forsyth
23 12월 2011 - 9:45PM
Business Wire
Baldwin Technology Company, Inc. (NYSE AMEX: BLD), a global
leader in process automation technology for the print media
industry, today announced that it has entered into a definitive
agreement to be acquired by Forsyth Baldwin, LLC, a company
controlled by Forsyth Capital Investors, LLC. The agreement was
unanimously approved by Baldwin’s Board of Directors.
Under the agreement, Baldwin’s stockholders will receive $0.96
in cash for each share of Baldwin Class A or Class B Common Stock,
subject to adjustment at closing based on certain criteria,
including the extent that the difference between Baldwin’s
aggregate cash balances and the balance of aged accounts payable is
less than $1,800,000, provided that such adjustments cannot reduce
the per share consideration below $0.90. This represents a premium
of approximately 104 percent over the closing share price on
Thursday, December 22, 2011.
The merger agreement permits the Board to solicit, receive,
evaluate and enter into negotiations with respect to alternative
proposals through January 28, 2012. The Board, with the assistance
of its advisors, will actively solicit alternative proposals during
this period. There can be no assurance that this process will
result in a superior offer. If there is no superior offer, the
transaction is expected to close in the second quarter of 2012,
subject to customary approvals and closing conditions.
Mark Becker, CEO of Baldwin, noted: “The transaction will
improve Baldwin's financial strength and enable it to continue to
operate effectively in its current markets and beyond. Forsyth’s
financial resources and management experience will accelerate the
turnaround of Baldwin already underway. We believe this is a strong
transaction for our stockholders, employees, customers and other
partners."
Duff & Phelps Securities, LLC acted as financial advisor to
Baldwin, and Morgan, Lewis & Bockius LLP acted as legal advisor
to Baldwin. Thompson Coburn LLP acted as legal advisor to
Forsyth.
About Baldwin
Baldwin Technology Company, Inc. is a leading international
supplier of process automation equipment and related consumables
for the print media industry. Baldwin offers its customers a broad
range of market-leading technologies, products and systems that
enhance the quality of printed products and improve the economic
and environmental efficiency of the printing process. Headquartered
in Boca Raton, Florida, the company has operations strategically
located in the major print media markets and distributes its
products via a global sales and service infrastructure. Baldwin's
technology and products include cleaning systems, fluid management
and ink control systems, web press protection systems, drying and
curing systems and related consumables. For more information, visit
http://www.baldwintech.com. A profile for investors is available at
www.hawkassociates.com/profile/bld.cfm.
Cautionary Statement
Certain statements contained in this News Release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve a number of known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include risks and uncertainties detailed in the company's
periodic filings with the SEC. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date the statement was made. The company undertakes
no obligation to update any forward-looking statements contained
herein.
This material is not a substitute for the proxy statement
Baldwin will file with the Securities and Exchange Commission.
Investors are urged to read the proxy statement which will contain
important information when it becomes available. The proxy
statement will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such filing is made to
Baldwin using the contact information below.
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