Apex Technology Co. Ltd. and PAG Asia Capital and including Legend Capital Management Co. Ltd. announced a definitive merger agreement with global printing and imaging solutions provider Lexmark International.
The Consortium has agreed to acquire Lexmark for US$40.5 per share in an all-cash transaction with an enterprise value (including unfunded pension liabilities and disclosed restructuring costs) of approximately US$4 billion.
Lexmark is a world renowned leader in printing, imaging and data solutions. The agreement will enable Lexmark to continue to focus on strategic initiatives it has embarked upon while substantially expanding its access to vast market opportunities in Asia.
"We are very excited for this strategic union between Lexmark and Apex. We believe it is most compelling as the two businesses are highly complementary to each other. Lexmark's passion for excellence and unwavering commitments to customers, employees and communities represent a tremendous cultural fit for us," said Jackson Wang, Apex Chairman. "Apex has traditionally been successful in emerging markets and in cost-effective production. We are excited to work alongside Lexmark as they continue to invest in advanced technologies and solutions to best serve their customers and business partners, while simultaneously pursuing untapped opportunities in emerging markets particularly in Asia for future growth."
"We are happy to partner with Apex for this strategic acquisition," said Weijian Shan, Group Chairman and CEO of PAG. "With Apex's knowledge in printers and PAG's experience in buyouts, our consortium is a perfect combination and is uniquely positioned to work with Lexmark. We look forward to turning Lexmark into a market leader not only in the US but also in Asia."
"Legend is fully confident in this landmark transaction," said Xiangyu Ouyang, managing director of Legend. "As an investor specializing in the IT industry, Legend has worked closely with Chairman Wang's team over the past decade. We have participated in and witnessed the thriving of Apex and we will continue to make constructive contributions to its development in the future."
The transaction, which has been unanimously approved by Lexmark's Board of Directors, is expected to close in the second half of 2016, subject to shareholder and regulatory approval.
Our team of advisors included Moelis & Company, Skadden, Arps, Slate, Meagher & Flom LLP and Deloitte Touche Tohmatsu Limited, and in China, Citi Orient, King & Wood Mallesons and BDO China Shu Lun Pan CPAs.
"This is an exciting transaction that Lexmark's Board of Directors believes is in the best interests of our shareholders following an exhaustive strategic alternatives review process to maximize value," said Paul Rooke, Lexmark chairman and chief executive officer. "The transaction will benefit our customers and provide new opportunities for our employees.
"As part of the Consortium, Lexmark will be able to reach the next level of growth and innovation, to the benefit of our customers, business partners and suppliers, faster than we could achieve on our own," added Rooke. "With the Consortium's resources, we will be able to continue to invest in and grow the business to more fully penetrate the Asia Pacific market for hardware, software and managed print services."
Jean-Paul Montupet, lead director of the Lexmark Board of Directors, said, "This transaction represents the culmination of an extensive review process by the Board of Directors and the next step in Lexmark's growth and transformation. We anticipate that the transaction will cause no disruption to our operations or our ongoing cost-savings initiatives, and will only strengthen the business."
"Lexmark is a recognized global leader in printing technology and enterprise software, with a proven track record of performance, a consistent annuity-based business model and a talented workforce," said Weijian Shan, group chairman and CEO of PAG. "We look forward to working with Lexmark's management team and focusing on expanding the business in the Asia Pacific region."
"Lexmark's passion for excellence and unwavering commitments to customers, employees and communities represent a tremendous cultural fit," said Jackson Wang, Apex Technology chairman. "We are excited to work alongside Lexmark as it continues to invest in advanced technologies and solutions to best serve its customers and business partners while simultaneously pursuing additional untapped opportunities for future growth."