Baldwin Technology to be Acquired by Forsyth
BOCA RATON, FL—Dec. 23, 2011—Baldwin Technology announced that it has entered into a definitive agreement to be acquired by Forsyth Baldwin LLC, a new company controlled by Forsyth Capital Investors. 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 $1.8 million, 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, Dec. 22, 2011.
The merger agreement permits the board to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through Jan. 28, 2012. Baldwin’s 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.
According to Mark Becker, CEO of Baldwin, “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 acted as financial advisor to Baldwin, and Morgan, Lewis & Bockius acted as legal advisor to Baldwin. Thompson Coburn acted as legal advisor to Forsyth.
Baldwin Technology Co. 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, FL, 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.