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technotrans to Acquire Baldwin Technology Company

Monday, December 15, 2003

Press release from the issuing company

December 12, 2003 -- A transatlantic merger to build a world-wide leading supplier to the printing industry: technotrans AG and Baldwin Technology Company today announced that they have signed a non-binding Letter of Intent (LOI) whereby technotrans would acquire, through a one-step merger, all outstanding shares of Class A and Class B Common Stock of Baldwin for a price of $ 2.50 per share in cash. Due to higher demands for efficiency from their customers, offset printing press machinery suppliers are facing increased pressure to provide comprehensive, integrated solutions. "By combining Baldwin's excellent know-how, especially in automated cleaning systems, with technotrans' successful liquid technology, both companies together could better address customer demands," stated technotrans CEO Heinz Harling. Baldwin Chairman and CEO Gerald A. Nathe said: "While Baldwin has a proud tradition as an independent company and as a leader in the design and manufacture of printing press accessories and controls, we have come to the conclusion that, should Baldwin and technotrans reach a definitive agreement, the proposed transaction would be in the best interest of our stockholders." The combined entity would have an increased presence in Germany, Japan and the U.S., the world's most important markets of the graphic arts industry. Additionally, by combining their respective product offerings and sales forces, technotrans and Baldwin would broaden their customer base. The combined entity's stockholder value is expected to be enhanced through optimised use of resources. technotrans and Baldwin have decided to announce the transaction plans in advance of the signing of a definitive agreement in order to avoid industry rumours while proceeding with the intended merger. The contemplated transaction is subject to confirmatory due diligence, execution of definitive acquisition documentation, respective board approvals, financing by technotrans, and other requirements and contingencies typical in a transaction of this nature. The signing of a binding merger agreement is expected in January 2004. No action is required by Baldwin stockholders at this time. Should a merger agreement be signed, Baldwin will send to its stockholders a proxy statement informing them of any required actions.

 

 

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