Greenwich, CT - August 23, 2012 - Presstek, Inc. (NASDAQ:
PRST), a leading supplier of digital offset printing
solutions to the printing and communications industries
("Presstek"), today announced that it has entered into a
definitive merger agreement under which it would be acquired
by MAI Holdings, Inc., an entity affiliated with American
Industrial Partners Capital Fund IV, L.P.
("AIP").
Under the terms of the agreement and plan of merger, which
has been unanimously approved by the Company's Board of
Directors, Presstek's shareholders will receive $0.50 in cash
for each share of Common Stock. This represents a premium of
16.3% over closing share price of the Common Stock on August
22, 2012. The agreement is subject to the approval of
shareholders and other customary closing conditions and is
expected to close during the fourth quarter of 2012. In
connection with the transaction, AIP has obtained the
agreement of Presstek's largest shareholder, IAT Reinsurance
Company, Ltd. and its affiliates, which own 24.5% of the
outstanding Common Stock, to vote in favor of the merger at
the special shareholders meeting to be called for that
purpose, subject to certain conditions.
In announcing the agreement, Stanley E. Freimuth, Presstek's
Chairman, President and CEO, said: "We are excited to combine
the financial resources of AIP with the strong product
portfolio of Presstek. We believe that this combination will
help to fuel the growth of the Company, which has been
challenging over the past few years as a result of the
worldwide economic downturn. AIP is no stranger to our
industry. One of its portfolio companies, Mark Andy, Inc., is
the world's leading designer of narrow and mid-web
flexographic equipment and aftermarket products serving the
label, packaging and specialty printing markets. We look
forward to working with Mark Andy in areas where it makes
sense for both companies."
AIP is an operationally focused private equity investment
firm that applies a collaborative approach with management in
building and improving middle-market companies. In commenting
on the transaction, Richard Hoffman of AIP said
"Presstek represents a very attractive portfolio
investment for AIP. The company has best-in-class
technologies, headlined by its highly efficient and versatile
75DI digital offset printing press, and we look forward to
partnering with Presstek's management team to help the
company and its product portfolio achieve their full
potential."
GCA Savvian Advisors, LLC has served as financial advisor and
McDermott, Will & Emery, LLP has served as legal counsel to
Presstek in connection with this transaction. Ropes & Gray,
LLP has served as legal counsel to AIP in connection with
this transaction.
Presstek, Inc. is a leading supplier of digital offset
printing solutions to the printing and communications
industries. Presstek's DI® digital offset solutions bridge
the gap between toner and conventional offset printing,
enabling printers to cost effectively meet increasing
customer demand for high quality, short run color printing
with a fast turnaround time while providing improved profit
margins. The Company's CTP portfolio ranges from two-page to
eight-page systems, many of which are fully automated. These
systems support Presstek's line of chemistry-free plates as
well as Aeon, a no preheat thermal plate which offers run
lengths up to one million impressions and PhD 830, a high
resolution preheat, thermal CTP plate that offers run lengths
of one million and more impressions. Presstek also offers a
range of workflow solutions, pressroom supplies, and reliable
service. Presstek is well positioned to support print
environments of any size on a worldwide basis. Visit
www.presstek.com or call +1.603.595.7000 for more
information.
DI is a registered trademark of Presstek, Inc.
American Industrial Partners is an operationally oriented
middle-market private equity firm that makes control
investments in North American-based industrial businesses
serving domestic and global markets. American Industrial
Partners has deep roots in the industrial economy and has
been active in private equity investing since 1989. To date,
the Firm has completed over 30 transactions and is currently
managing more than $1.1 billion in equity capital. American
Industrial Partners invests in all forms of corporate
divestitures, management buyouts, recapitalizations, and
going-private transactions of established businesses with
revenues of $100 million to $500 million. For more
information about American Industrial Partners, contact Ben
DeRosa, Partner at 212-627-2360, extension 200.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: Certain statements contained
in this News Release constitute "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding
the timing of the closing of the sale of the Company to a
newly formed company of American Industrial Partners Capital
Fund IV, L.P. ("AIP"). 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, but are not limited to the
approval of the merger agreement at a special meeting of
shareholders to be called by the Company; the satisfaction of
conditions precedent to the closing of the transaction, as
set forth in the Merger Agreement, and other factors.
Additional factors that may affect the future results of the
Company are set forth in the Company's filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2011. The words "looking forward,"
"looking ahead," "believe(s),"
"should," "may," "expect(s),"
"anticipate(s)," "project(s),"
"likely," "opportunity," expressions of
optimism concerning future events or results, and similar
expressions, among others, identify forward-looking
statements. 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
in this news release.
Additional Information and Where to Find It
In connection with the proposed merger and required
stockholder approval, Presstek intends to file a proxy
statement and other materials with the SEC in connection with
the proposed transaction. Before making any voting decision,
Presstek shareholders are advised to read the proxy statement
and other relevant materials when they become available
because they will contain important information about
Presstek and the merger. Copies of these documents (when they
are available) and other documents filed with the SEC may be
obtained free of charge at the SEC's web site at www.sec.gov.
In addition, the documents filed by Presstek with the SEC may
be obtained free of charge by contacting the Company's
Secretary at 10 Glenville Street, Greenwich, Connecticut
06831. Presstek filings with the SEC are also available on
its website at www.presstek.com. The contents of the website
are not deemed to be incorporated by reference into this
press release.
Participants in the Solicitation
Presstek and its officers and directors may be deemed to be
participants in the solicitation of proxies from Presstek
shareholders with respect to the merger. Information about
Presstek officers and directors and their ownership of
Presstek common stock is set forth in the proxy statement for
the Presstek 2012 Annual Meeting of Stockholders, which was
filed with the SEC on April 25, 2012. These documents are
available free of charge at the SEC's web site at
www.sec.gov. In addition, the documents filed by Presstek
with the SEC may be obtained free of charge by contacting the
Company's Secretary at 10 Glenville Street, Greenwich,
Connecticut 06831. Presstek filings with the SEC are also
available on its website at www.presstek.com. The contents of
the website are not deemed to be incorporated by reference
into this press release. More detailed information regarding
the direct and indirect interests of the participants in the
solicitation of proxies in connection with the merger will be
set forth in the proxy statement regarding the merger that
Presstek intends to file with the SEC, as described
above.
Contacts: | |
Investor Relations |
Trade Relations Brian Wolfenden Director of Marketing Communications (603) 594-8585, ext. 3435 bwolfenden@presstek.com |
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