Bowne Announces Plan for $150 Million of Proceeds From Sale of Outsourcing Division
Press release from the issuing company
NEW YORK, Dec. 1 -- Bowne & Co., Inc. today announced its plans for the use of $150 million of net proceeds from the November 8, 2004 sale of its outsourcing division, Bowne Business Solutions, to Williams Lea.
Approximately $40 million of the proceeds will be returned to shareholders through a common stock buyback of 2.5 million shares, executed through an overnight share repurchase program, up to $35 million has been allocated to an on-going stock repurchase program, and approximately $70 million will be used to retire the $60 million aggregate principal amount of private placement notes outstanding (including approximately $10 million make-whole provision).
"We are taking these actions because they create the greatest value for our shareholders," said Philip E. Kucera, Bowne's Chief Executive Officer.
Overnight Share Repurchase
Bowne has repurchased 2.5 million shares, or approximately 7.0 percent, of its outstanding common stock with a portion of the proceeds. The shares were purchased through Bank of America under an overnight share repurchase program at $15.75 per share, for a total cost of approximately $40 million.
In connection with the program, Bank of America will purchase shares in the market over the next nine to twelve months. At the end of the program, Bowne will receive or pay a price adjustment based on the volume weighted average price of shares acquired during the purchase period.
Open Market Stock Buyback
The Board of Directors also authorized an open market repurchase program to repurchase up to $35 million of the company's common stock. Over a period of up to two years, the company will purchase shares from time to time at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The program may be discontinued at any time.
No trading activity has occurred in the public market related to this program prior to issuance of this press release.
Bowne has given notice of its intention to redeem the outstanding principal amount of its $60 million, 7.79% Private Placement Notes in accordance with the terms of the note agreement which, in addition to the principal amount, will require the payment of accrued interest plus a make- whole amount totaling approximately $10 million.
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