Punch International and Bencis Capital Partners Belgium have announced that they have entered into an agreement for the respective sale and purchase of the controlling interest that Punch holds in digital press manufacturer Xeikon. The purchase and sale transaction relates to all 18,856,298 Xeikon shares, or, 65.68% of the subscribed share capital held by Punch.
According to the agreement, Bencis will pay a price of EUR 5.85 for each Xeikon share. This means a premium of 69% versus Xeikon’s closing price on January 7, 2013, and a 32% premium in relation to the average closing price of the Xeikon share in the last six months. The purchase price offered for the 18,856,298 shares held by Punch is EUR 110,309,343.30. No dividends or other distributions will be made prior to the transaction. The agreement is subject to a number of conditions precedent that must be fulfilled by no later than September 17, 2013.
Among other things, the transaction is subject to the effective provision to and reception by Bencis of the necessary financing and that Xeikon’s half year figures as at June 30, 2013 are in line with the average of the previous two years. With regard to the financing, Bencis is already at an advanced stage.
As part of the agreement, Punch will acquire customer receivables from Xeikon for a maximum amount of EUR 6,000,000. These receivables relate to machines supplied by Xeikon that customers have not yet paid for in full, i.e. under click-and-charge contracts, contracts with installment payments or financial leases. As the receivables are repaid, Xeikon can transfer up to EUR 1,500,000 of extra receivables per year on condition that total outstanding balance does not exceed EUR 6,000,000. This facility reinforces Xeikon's working capital and would be made available until 2019.
A further condition is that the remaining ties between Xeikon and Punch must be carved out prior to the transfer of the controlling interest. For this reason, Punch is acquiring all of Xeikon's interests in Accentis at a price of EUR 9,600,000, namely 554,484,942 Accentis shares (43.74% of the issued capital) at a price of EUR 0.01 per share and various claims against Accentis. In addition, Xeikon is taking over Point-IT at a price of EUR 800,000. Point-IT provides IT services to Xeikon. Under applicable rules, Punch is not under any obligation to launch a public offer on the remaining shares in Accentis.