Agfa To Acquire Autologic Information International for $42 Million
Press release from the issuing company
Mortsel, Belgium and Thousand Oaks, CA (USA) - 26 September 2001 - Agfa-Gevaert N.V. (AGFB.BRU) and Autologic Information International, Inc. (NASDAQ: AIII) jointly announced that Agfa Corporation in Ridgefield Park NJ and Autologic have signed a definitive agreement under which Agfa will acquire Autologic of Thousand Oaks, CA. Under the terms of the agreement, a newly formed Agfa subsidiary will make a cash tender offer for all the outstanding shares of Autologic common stock. At a price of 7.127$ per share, the all-cash transaction is valued at approximately $.42,458,000.
Autologic designs, manufactures, markets and services computer-based electronic prepress systems to the publishing industry. The company employs approximately 370 people worldwide and operates through wholly-owned subsidiaries in eight countries and through specialised distributors in the rest of the world. Sales in Autologic's fiscal year ending 3 November 2000 amounted to $81 million.
"The acquisition of Autologic builds on Agfa's commitment to develop and market advanced digital prepress production systems for the publishing and printing industry. The focus of Agfa's Graphic Systems Business Group is on the commercial, newspaper and packaging printing industries," said Agfa CEO, Ludo Verhoeven. "Autologic's customers, products and resources fit perfectly with our strategic objectives."
"Our Board concluded that the transaction is fair to, and in the best interests of, our stockholders.," said Autologic Chairman of the Board and CEO, William Shaw.
"Autologic computer-to-plate (CtP) and computer-to-film (CtF) systems have earned an excellent reputation for reliability and productivity," said Marc Elsermans, general manager of Agfa's graphic systems business group. "The company's loyal and long-standing customer base, especially in North America, adds to Agfa's strong presence in Europe. Autologic's newest developments in production workflow software and output systems augment and complement Agfa's. In particular, Autologic's newspaper customers will benefit from Agfa's broad range of systems which include graphic film, analogue and digital plates and proofing systems."
The offer, which is expected to be completed before year-end, is subject to customary conditions. The offer will be followed by a back-end merger of the Agfa subsidiary with and into Autologic on the same terms as those in the offer and is subject to customary closing conditions. All of Autologic's directors and executive officers, as well as the majority shareholder of Autologic, Volt Information Sciences, Inc. (NYSE: VOL), have agreed to tender their shares in the offer and/or vote in favour of the Agfa acquisition.
The offer is expected to commence as soon as practicable following filing of required documents with the Securities and Exchange Commission.
Autologic Information International (NASDAQ Symbol "AIII ") designs, produces, sells and maintains computer-based systems that automate the pre-press production steps in the publishing process, servicing newspapers, commercial printers and others having internal publishing facilities. Autologic has offices and distributors throughout the world. For more information visit the corporate web site www.autologic.com .
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