LEXINGTON, Ky. (April 19, 2016) – Lexmark International Inc. today announced it has agreed to be taken private by a consortium of investors led by Chinese imaging company Apex Technology Co. Ltd. and Chinese venture capital operation PAG Asia Capital under which Lexmark will be acquired by $40.50 per share in an all-cash transaction of approximately $3.6 billion. Legend Capital management Co. Ltd. is also a member of the consortium.
The deal gives Lexmark much improved access to the Chinese market, where is has little business today, while providing Apex established presence and access to the Americas and Europe, where most of Lexmark’s business is, said Paul Rooke, chairman and CEO of Lexmark.
“Very few positions should be affected,” Rooke said regarding the company’s important Lexington employee base. “It’s business as usual, only better. We are very undeveloped (in China). This opens the door dramatically for us.”
The transaction has been unanimously approved by Lexmark’s Board of Directors and represents a 30 percent premium to Lexmark’s stock price on Oct. 21, 2015, the date prior to the news of Lexmark’s exploration of strategic alternatives becoming public. Today’s announcement came after U.S. financial markets closed.
The transaction is the result of a thorough review of strategic alternatives undertaken by Lexmark’s Board of Directors, with the assistance of outside advisors, to maximize value for shareholders and unlock the company’s intrinsic value. Lexmark management and many of its employees are stockholders, Rooke noted.
“It makes wonderful strategic sense,” he said. “We bring technology. They bring access to the Chinese market.” With the deal, “We will be able to take this to the next level in our transformation.”
The consortium intends to maintain Lexmark’s corporate headquarters in Lexington. Rooke is expected to continue to lead Lexmark after the transaction closes.
Lexmark announced recently that it would be cutting 550 employees in the second quarter of 2016, including 143 in Lexington, where it has 2,300 workers, including more than 1,500 engineers.
Lexmark’s two business groups, Imaging Solutions and Services, and Enterprise Software, as well as the company’s regional and country operations, are expected to continue unaffected and benefit strategically and financially from the transaction.
The merger will be financed through equity contributions by the Consortium and debt financing. The merger is not subject to a financing condition.
Upon the close of the transaction, Lexmark’s common stock will cease to be publicly traded on the New York Stock Exchange.
The merger, which is expected to close in the second half of 2016, is subject to approval by Lexmark shareholders, regulatory approvals in the U.S., including the Committee on Foreign Investment, China and certain other foreign jurisdictions, and other customary closing conditions.
Lexmark’s Board of Directors also declared its regular quarterly cash dividend of $0.36 per share of Lexmark Class A Common Stock. The dividend is payable on June 17, 2016, to shareholders of record as of the close of business on June 3, 2016.
Lexmark will not host a conference call with securities analysts and investors in conjunction with its upcoming first quarter 2016 earnings release and does not expect to do so for future quarters while the transaction is pending.
Goldman, Sachs & Co. is acting as the exclusive financial advisor to Lexmark, and Wachtell, Lipton, Rosen & Katz is acting as the company’s legal counsel.
Moelis & Company is acting as financial advisor to the consortium, along with Skadden, Arps, Slate, Meagher & Flom and King & Wood Mallesons as legal counsel. …