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Workflow Management Merger Cash Increased to $5.375 Per Share

Wednesday, March 31, 2004

Press release from the issuing company

PALM BEACH, Fla.--March 30, 2004-- Workflow Management Inc. announced today that WF Holdings, Inc., an entity formed and controlled by Perseus, L.L.C. and The Renaissance Group, LLC, has agreed to increase the cash amount to be paid for shares of Workflow common stock from $4.87 per share to $5.375 per share. WF Holdings and Workflow have amended their Merger Agreement, dated January 30, 2004, to provide for the increased merger consideration, subject to certain concessions from the Company's lenders as discussed below. A special meeting of stockholders to vote upon the merger transaction with WF Holdings had been scheduled for today. In order to allow Workflow stockholders an opportunity to consider the increased merger consideration and other factors, the special meeting of stockholders has been postponed to April 1, 2004 at 4:00 p.m., local time, at the Hilton Palm Beach Airport, 150 Australian Avenue, West Palm Beach, Florida, 33406. The amendment to the Merger Agreement is conditioned upon certain modifications to the Company's most recent credit facility amendment and default waiver, which the Company and its lenders had entered into in January in connection with the Merger Agreement. Specifically, the revised merger price is conditioned upon the agreement of the Company's lenders to waive certain amounts otherwise due to them to the extent that the Company's "net debt" (as defined in the Merger Agreement) at the closing of the transaction with WF Holdings is less than the net debt target specified in the Merger Agreement. The Company expects to make an announcement later today regarding the position of its lenders on the proposed credit facility amendment. Workflow also addressed a revised, non-binding financing and recapitalization proposal submitted by Pacific Coast Investment Partners in an amended Schedule 13D filed with the Securities and Exchange Commission on March 29, 2004. The Pacific Coast proposal includes a letter from LaSalle Business Credit stating it will, following the payment of certain amounts, consider establishing new revolving credit and term loan facilities and also includes a conditional proposal from Silver Point Finance, LLC for a junior loan facility. The LaSalle letter states that it is "neither a contract nor an offer to enter into a contract nor a commitment to obligate LaSalle in any way." The LaSalle and Silver Point loan facility proposals are subject to completion of due diligence and several other conditions, including a proposed $30 million equity investment in Workflow based on a valuation of $4.87 per share. Despite repeated requests from the Company's financial advisors, Pacific Coast has not provided the Company with equity commitment letters or term sheets, nor with the specific proposed equity investment by individual investors. "The Board has discussed and, with the assistance of its advisors, has evaluated the Pacific Coast proposal," reported Gerald F. Mahoney, Chairman of the Board. "In moving forward with the proposed merger with WF Holdings, the Board has considered, among other factors, the terms of the Pacific Coast proposal, the stated conditions to closing the proposed refinancing and recapitalization, the time necessary for the proposed lenders and new investors to conduct due diligence, the uncertainties inherent in proposals that do not represent enforceable commitments, and the absence of information about the proposed equity component of the proposal."




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