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SGK Enters Into Definitive Merger Agreement to Be Acquired by Matthews International Corporation

Wednesday, March 19, 2014

Press release from the issuing company

SGK Stockholders to Receive a Combination of Cash and Matthews Stock, Which Values the Transaction at $20.00 per Share

DES PLAINES, IL - Schawk, Inc., marketed as SGK, a leading global brand development, activation and deployment company, announced today that it has entered into a definitive merger agreement with Matthews International Corporation (NASDAQ: MATW) pursuant to which Matthews will acquire SGK. The agreement was approved by each company's board of directors and by a special committee of independent directors of SGK.

The consideration to be received by SGK stockholders reflects a purchase price of $20.00 per share of SGK common stock and an enterprise value of approximately $577 million, in each case based upon the closing price of Matthews' common stock on March 14, 2014. The per share purchase price represents a 36% premium to SGK's closing stock price of $14.73 per share on March 14, 2014, and a 49% premium over SGK's 30-day volume-weighted average closing stock price through March 14, 2014.

Under the terms of the transaction, SGK stockholders will receive a combination of $11.80 in cash and 0.20582 shares of Matthews common stock for each outstanding share of SGK owned. Based on Matthews' closing price of $39.84 per share on March 14, 2014, the stock portion of the consideration is valued at $8.20 per share. The merger is intended to qualify as a tax-free reorganization with respect to the stock portion of the purchase price.

Simultaneously with signing the definitive merger agreement, certain members of the Schawk family, including Clarence W. Schawk, SGK's founder and Chairman of the Board, and David A. Schawk, SGK's Chief Executive Officer, entered into agreements pursuant to which such family members agreed to vote their shares, and shares held in family trusts for the benefit of certain Schawk family members, in favor of the approval of the merger agreement. David A. Schawk will lead the combined SGK and Matthews' Brand Solutions business following the completion of the transaction, and will join Matthews' board of directors.

Chief Executive Officer David A. Schawk commented, "We are excited to be partnering with Matthews International and look forward to capitalizing on the opportunities this transaction will create. With Matthews International's trusted reputation in Europe and ours in North America, Europe and Asia Pacific, this alliance is expected to form a stronger global offering and provide greater value to our clients and the markets we serve, along with enhancing our ability to expand into key brand-development markets. Together, we will be a global market leader, with anticipated annual revenues of approximately $850 million for the combined business under the SGK banner. We also are extremely pleased that this transaction will provide our stockholders significant value for their shares, along with the opportunity to participate in the combined company going forward."

Joseph C. Bartolacci, President and Chief Executive Officer of Matthews, stated, "SGK's geographic and product positioning is uniquely complementary to Matthews. Our teams are also highly complementary and have exceptional talent. With their North American presence and Asian competencies, combined with our European strength and merchandising capabilities, this alliance will create compelling new opportunities for our clients and employees in all of the markets we serve."

Mr. Bartolacci further stated, "David Schawk has agreed to lead the combination of SGK and our comparable Brand Solutions businesses. SGK has done a tremendous job of establishing their brands, including Schawk!, Anthem and Brandimage. The combination of these brands with our well-established Matthews' brands will all be branded under the SGK name. Under his leadership, I am confident that we will continue to expand our global reach and further strengthen our relationships with branding clients."

The completion of the transaction is subject to customary closing conditions, including receipt of regulatory approvals, as well as approval by SGK's stockholders. Assuming the satisfaction of closing conditions, the transaction is expected to be completed during the third quarter of 2014.

Macquarie Capital (USA) Inc. is acting as the financial advisor to SGK, with Vedder Price P.C. serving as legal counsel.William Blair & Company, LLC is acting as financial advisor to the SGK Special Committee and Richards, Layton & Finger, P.A. is serving as legal counsel to the Special Committee.


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