02.10.2007 10:00:00
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Vector Capital to Acquire Printronix for $108 Million in Cash
Printronix, Inc. (Nasdaq:PTNX), a leading manufacturer of integrated
enterprise printing solutions for the supply chain, today announced that
it has signed a definitive agreement to be acquired by Vector Capital, a
San Francisco-based private equity boutique specializing in buyouts,
spinouts, and recapitalizations of established technology businesses.
Under the terms of the agreement, Printronix stockholders will receive
$16.00 in cash for each share of Printronix common stock, representing a
total price of $108 million. This represents an approximately 18.3%
premium over the closing price of Printronix shares on October 1, 2007.
The Board of Directors of Printronix, acting on the unanimous
recommendation of a Special Committee of independent directors, has
approved the merger agreement and recommends that Printronix
stockholders support the transaction. This agreement represents the
culmination of a process by Printronix, with the advice and assistance
of Houlihan Lokey Howard & Zukin Capital, Inc., to solicit interest in a
potential acquisition of Printronix.
Robert Kleist, President and CEO and largest shareholder of Printronix,
and the current executive management team of Printronix will remain in
their current positions with the Company.
"We believe this transaction delivers
outstanding value for our stockholders, and better positions the Company
to succeed in the global printer market,” said
Mr. Kleist. "Following a comprehensive review,
our Board of Directors concluded this transaction is in the best
interests of our Company and our stockholders. Our management team
remains committed to maintaining our relationships with our customers,
suppliers and channel partners.” "The acquisition of Printronix during this
volatile time in the financial markets exemplifies Vector’s
expertise in helping businesses navigate through complex situations,”
said Amish Mehta, partner at Vector Capital. "Printronix
is a leader in line-matrix and thermal printing solutions for growing
enterprises around the world. With the backing of Vector Capital and the
benefits of being a private company, Printronix will now be able to
maintain its sole focus on day to day business operations, innovation,
and delivering excellent products and service to the market.”
Mr. Kleist and other members of senior management are expected to own
approximately 9.9% of the Company after consummation of the transaction.
The closing of this transaction is subject to various conditions,
including the approval by holders of a majority of Printronix’s
outstanding common stock.
Houlihan Lokey is acting as financial advisor to the Special Committee
of the Board of Directors of Printronix. Stradling Yocca Carlson & Rauth
is acting as legal advisor to the Special Committee. O’Melveny
& Myers LLP is acting as legal advisor to Vector Capital. Amish Mehta,
Partner, and Dominic Ang, Vice President, are leading Vector's
investment in Printronix.
Additional Information and Where to Find It
Printronix will file a proxy statement and other documents regarding the
proposed transaction described in this press release with the Securities
and Exchange Commission (SEC). Investors and security holders are
advised to read the proxy statement and such other materials when they
become available because they will contain important information about
the acquisition and Printronix. Investors and security holders will be
able to obtain a free copy of the proxy statement and any other
documents filed by the company from the SEC Web site at www.sec.gov.
Printronix’s directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Printronix in connection with the proposed transaction.
Information about the directors and executive officers of Printronix is
set forth in the proxy statement for Printronix’s
2007 Annual Meeting of Stockholders, which was filed with the SEC on
July 20, 2007. Investors and security holders may obtain additional
information regarding the interest of such participants by reading the
proxy statement regarding the proposed transaction when it becomes
available.
Conference Call Information
A conference call discussing the transaction hosted by Robert Kleist,
President and CEO, and George Harwood, Senior Vice President and CFO,
will be held October 2, 2007 at 11:30am Eastern Time. The call can be
accessed by calling (800) 218-8862 (U.S. and Canada) and (303) 262-2127
(International). The conference call passcode is 11098901. Replay of the
call may be heard from 1:00 PM Eastern Time (October 2 through October
9, 2007). The replay call-in number is (800) 405-2236 (U.S. and Canada)
and (303) 590-3000 (International). The conference call replay passcode
is 11098901.
About Printronix
Since 1974, Printronix, Inc. has created innovative printing solutions
for the industrial marketplace and supply chain. The Company is the
worldwide market leader in enterprise solutions for line matrix printing
and has earned an outstanding reputation for its high-performance
thermal bar code and fanfold laser printing solutions. Printronix also
has become an established leader in pioneering technologies, including
radio frequency identification (RFID) printing, bar code compliance and
networked printer management. Printronix is headquartered in Irvine,
California. For Company information, see www.Printronix.com.
About Vector Capital
Vector Capital is a leading private equity firm specializing in buyouts,
spinouts and recapitalizations of established technology businesses.
Vector identifies and pursues these complex investments in both the
private and public markets. Vector actively partners with management
teams to devise and execute new financial and business strategies that
materially improve the competitive standing of these businesses and
enhance their value for employees, customers and shareholders. Among
Vector's notable investments are Savi Technology, LANDesk Software,
Corel Corporation (Nasdaq:CREL), Register.com, and Watchguard
Technologies. For more information, visit www.vectorcapital.com.
Forward-Looking Statements
Certain statements in this press release, including statements about the
potential benefits of the proposed acquisition to Printronix
stockholders, customers, partners and employees and about the expected
closing of the proposed acquisition and other statements about our
plans, objectives, intentions, and expectations are "forward-looking
statements" within the meaning of the Securities Exchange Act of 1934,
as amended. These forward-looking statements include statements
regarding benefits of the proposed transaction, future performance,
financing for the transaction and the completion of the transaction.
These statements are based on the current expectations of management of
Printronix. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements included in this document. For example, among other things,
(1) Printronix may be unable to obtain regulatory approvals required for
the transaction; (2) conditions to the closing of the transaction may
not be satisfied; (3) the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays; (4) the businesses of
Printronix may suffer as a result of uncertainty surrounding the
transaction; and (5) Printronix may be adversely affected by other
economic, business, and/or competitive factors. Additional factors that
may affect the future results of Printronix are set forth in its filings
with the Securities and Exchange Commission, which are available at www.sec.gov.
Unless required by law, Printronix undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
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