Punch Reaches Agreement with Bencis on the Transfer of Shareholding in Xeikon
July 18, 2013—In accordance with the provisions of the Belgian Act of 2 August 2002 and the Dutch Financial Supervision Act, Punch International nv (‘Punch’), on the one hand, and Bencis Capital Partners Belgium NV (‘Bencis’), on the other hand, announce that they have entered into an agreement for the respective sale and purchase of the controlling interest that Punch holds in Xeikon N.V. (‘Xeikon’).
Structure and valuation
The purchase and sale transaction relates to all 18,856,298 Xeikon shares, i.e. 65.68 percent of the subscribed share capital held by Punch.
According to the agreement, Bencis will pay a price of EUR 5.85 for each Xeikon share. This means a premium of 69 percent versus Xeikon’s closing price on January 7, 2013 and a 32 percent premium in relation to the average closing price of the Xeikon share in the last six months. The purchase price offered for the 18,856,298 shares held by Punch is EUR 110,309,343.30. No dividends or other distributions will be made prior to the transaction.
The Gimv-XL fund (being Gimv nv and Gimv-XL Partners Comm.VA) will invest alongside Bencis and acquire an indirect minority stake of approximately 20 percent upon final closing of the transaction, through an investment vehicle held with Bencis.
The agreement is subject to a number of conditions precedent that must be fulfilled by no later than September 17, 2013.
Among other things, the transaction is subject to the effective provision to and reception by Bencis of the necessary financing and that Xeikon’s half year figures as at June 30, 2013 are in line with the average of the previous two years. With regard to the financing, Bencis is already at an advanced stage.
As part of the agreement, Punch will acquire customer receivables from Xeikon for a maximum amount of EUR 6,000,000. These receivables relate to machines supplied by Xeikon that customers have not yet paid for in full, i.e. under click-and-charge contracts, contracts with instalment payments or financial leases. As the receivables are repaid, Xeikon can transfer up to EUR 1,500,000 of extra receivables per year on condition that total outstanding balance does not exceed EUR 6,000,000. This facility reinforces Xeikon's working capital and would be made available until 2019.