Inkjet & Digital Printing

Xeikon notes completion transaction between Bencis and Punch

Monday 23. September 2013 - Xeikon announces repurchase of own shares

Xeikon N.V. (‘Xeikon’) takes cognizance of the completion of the acquisition of 65.68% of Xeikon’s share capital by XBC B.V., a company indirectly controlled by Bencis Capital Partners B.V. (‘Bencis’) from Punch International nv (‘Punch’). Xeikon furthermore announces that it will start with the repurchase of a significant part of its own shares from 23 September 2013 (ending on 11 October 2013).
Completion of transaction between Bencis and Punch
According to the press release issued by Bencis today, the acquisition by Bencis of 65.68% of the share capital of Xeikon from Punch (the ‘Transaction’) as set out in the press release issued by Punch and Bencis on 18 July 2013 and as referred to in, inter alia, Xeikon’s press releases of 18 July 2013 and 17 September 2013, is now completed. The conditions precedent to the Transaction, including the disentanglement of Accentis nv and the unconditional approval of the Transaction by the German competition authority, have been satisfied.
Bencis has paid a purchase price of EUR 5.85 per share. The total purchase price paid for the 18,856,298 shares is EUR 110,309,343.30.
Changes to the management board and supervisory board of Xeikon
As a consequence of the completion of the Transaction, the composition of Xeikon’s management board (the ‘Management Board’) and supervisory board (the ‘Supervisory Board’) has changed.
Mr Deschuytere has resigned as CEO and member of the Management Board on 18 September 2013, subject to completion of the Transaction. Since the Transaction completed today, the resignation of Mr Deschuytere has become effective as of today.
The Supervisory Board has decided to propose the appointment of Mr Maes as CEO and member of the Management Board of Xeikon to the general meeting of shareholders of Xeikon at the next extraordinary general meeting of shareholders of Xeikon (‘EGM’), which shall be held on 8 November 2013. In anticipation of his appointment as statutory director in the upcoming EGM, Mr Maes will commence the performance of his duties as CEO on 23 September 2013.
Mr Vanhoutte and Mr Cok have resigned as members of the Supervisory Board on 17 September 2013, subject to completion of the Transaction. During the EGM held on 17 September 2013, the general meeting of shareholders of Xeikon, also subject to completion of the Transaction, appointed Mr Van Gessel, Mr Graulich and Mr Van de Voorde as members of the Supervisory Board, each for a period of four years. Since the Transaction completed today, the resignations and appointments set out in this paragraph have become effective as of today.
Repurchase own shares by Xeikon
During the EGM held on 17 September 2013, the general meeting of shareholders of Xeikon authorised the Management Board to, for the account of Xeikon, repurchase own shares up to a maximum of 28.6% of Xeikon’s issued share capital. The authorisation is granted for the period between 17 September 2013 and the date of the launch of the mandatory public offer and for a purchase price of EUR 5.85 per share.
Xeikon aims to repurchase between 4,922,906 and 8,205,844 own shares, which corresponds to 17.2% to 28.6% of the issued share capital of Xeikon. However, the repurchase will also take place if less than 17.2% of the issued share capital is tendered. This will allow all free float shareholders to tender all of their shares.
The repurchase of own shares will take place outside of the stock exchange via a separate process. The free float shareholders will be given preference over Bencis, subject to Bencis’ right to tender 1,504,103 shares (5.2%) in the repurchase.
If and to the extent the free float shareholders tender less than 3,948,888 shares (13.8%), Bencis will have the right to tender at least the difference.
The repurchase will be financed with external financing available at the repurchase settlement date and part of the cash proceeds from the envisaged disentanglement transactions.
Further details on the repurchase process are set out below.
Price
For each Xeikon share offered, Xeikon pays a consideration of EUR 5.85 to the tendering shareholder in cash (without any interest), which is equal to the price per share that was paid by Bencis to Punch for the Transaction and to the price per share that will be offered by Bencis for all shares tendered under the mandatory public offer.
Tender period
The repurchase period begins at 09:00 hours Amsterdam time on 23 September 2013 and ends at 18:00 hours Amsterdam time on 11 October 2013 (the ‘Closing Date’). Shareholders will be able to tender their shares (through admitted institutions) to ING Bank N.V. (the settlement agent).
Settlement and payment of the price for the shares
Shares should be submitted through an admitted institution and shareholders who wish to tender their shares must make their wish known through their bank or stockbroker at or before the end of the tender period and before the deadlines set by their relevant bank or stockbroker.
By submitting their shares for repurchase, shareholders warrant that they have full title, free from any encumbrances, over the relevant shares. Payment by Xeikon to the relevant shareholder will constitute a purchase agreement including the sale and transfer by the shareholder and the purchase and acceptance by Xeikon of the Shares paid for.
Shareholders who have offered and transferred their shares for acceptance on or prior to the Closing Date are expected to receive payment on 18 October 2013 in respect of each offered Xeikon share.
New financing arrangement
Pursuant to the Transaction, Xeikon, as of 20 September 2013, has together with Bencis entered into a new financing arrangement with a consortium of four reputable Benelux financial institutions. This senior facilities agreement will replace the previous syndicated loan agreement referred to in Xeikon’s semi-annual results 2013. In the context of this new financing arrangement, Xeikon (and certain of its subsidiaries) will grant certain guarantees and security interests.
Mandatory public offer
As further described in the press release issued by Bencis, Punch and Gimv on 18 July 2013 and the press release issued by Bencis today, Bencis intends to launch a mandatory public offer at a price of EUR 5.85 per share (except when all shares held by free float shareholders have been tendered).
Further announcements will be made if and when circumstances so require. This announcement is made pursuant to Section 5:25i, second paragraph of the Act on
Financial Supervision (Wet op het financieel toezicht).