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Wednesday, September 16, 2015

Press release from the issuing company

Cambridge (UK), Global Graphics SE announces today that it has acquired the entire issued share capital of font manufacturer URW++ Design & Development GmbH ("URW") located in Hamburg, Germany.

URW develops and designs digital typefaces.  The company invented digital outline font technology and tools 35 years ago and is one of the few remaining font foundries that date from the pre-PostScript era.  Their IKARUS system for font design and production, which they invented in 1978, has become a de-facto standard around the world. In addition to licensing their extensive type libraries to the graphic design market they develop exclusive corporate typefaces, counting brands such as General Motors, Mercedes Benz and Siemens among their customer base.  Known for their technical expertise and innovation URW has, over the past decade, developed a business in "global fonts" that include non-Latin scripts and that allow documents to be interchanged between many countries while maintaining brand identity.

Gary Fry, Global Graphics' CEO said, "URW has been a strategic partner of ours in the office market for several years and there is a great deal of synergy between our businesses.  With the recent growth we have experienced in the office market we have seen more opportunities for a combined proposition of our Harlequin RIP technology and URW's font solutions.  Furthermore, the acquisition brings significant opportunities to expand the URW business geographically with the support of the Global Graphics world-wide infrastructure.  Subject to the acquisition accounting, we do expect the acquisition to have a positive contribution to EBITA during the current financial year."

Total consideration for the acquisition is expected to be approximately €4.2 million, which will be settled by €2.0 million in newly created ordinary shares of Global Graphics SE and €2.2 million in cash from existing cash reserves, of which €0.2 million is contingent consideration payable in 2016.

A total of 925,926 new ordinary shares will be issued, increasing the number of issued shares from 10,289,781 to 11,215,707.  This will result in a dilution of 8.26%.

During the 3 years of 2012, 2013 and 2014, URW has generated average annual revenue of €2.9 million and an average profit before tax of €0.9 million per year.  For the year ended 31 December 2014, the draft audited accounts of URW showed revenue of €3.0 million and a profit before tax of €1.2 million.  URW's gross assets as at 31 December 2014 were €2.0 million of which €1.2 million was cash, from which, prior to the acquisition, the existing shareholders paid a dividend of €0.5 million for 2014 profits.

URW operates internationally and 2014 revenue was split 53% from Germany, 10% from the remainder of Europe, 33% from the USA and 4% from the rest of the world.

Peter Rosenfeld, managing director and co-founder of URW says," Our business is very complementary to Global Graphics' markets and so we fit together very well.  We now have the scope to expand our business globally outside of Germany and the US and to give graphic designers and corporates in wider geographies more choice of fonts."

Dr. Jurgen Willrodt, head of technology for URW and co-founder says, "Both our companies were at the leading edge of the digital publishing revolution in the eighties and nineties and so we share a lot of history.  Both companies have continued to evolve and to innovate, placing great emphasis on research and development. I look forward a new era of expansion by working together".

URW will continue to operate as a standalone business led by Peter Rosenfeld.  It will be a wholly-owned subsidiary of Global Graphics SE.


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