LEXINGTON, Ky. and IRVINE,
Calif., March 24, 2015
/PRNewswire/ --
- Lexmark International, Inc. (NYSE: LXK) and Kofax Limited
(NASDAQ and LSE: KFX) today announced that the two companies have
entered into a merger agreement in which Lexmark will acquire
Kofax. Under the terms of the merger agreement, Lexmark will
acquire all of the outstanding shares of Kofax for $11.00 per share in cash for a total enterprise
value of approximately $1 billion,
net of cash acquired.
- Lexmark will fund the acquisition with its non-U.S. cash on
hand and its existing credit facility programs.
- Kofax's Board of Directors has unanimously recommended in favor
of the merger agreement. Kofax shareholders, holding approximately
25 percent of the outstanding shares of Kofax, have signed a
voting agreement committing to support the merger.
- Upon successful completion of the acquisition, Lexmark will
nearly double the size of its enterprise software business to
an approximately $700 million
business competing in the expanding $10
billion content and process management software market. This
market is expected to have a compounded annual growth rate of
approximately 10 percent. In addition to the significant increase
in scale, Kofax will help accelerate the growth and significantly
increase the operating margins of Lexmark's software business.
- The addition of Kofax immediately enhances Lexmark's
industry-leading enterprise content management and business
process management offerings. In the capture technology field,
the combination of Kofax's smart process applications with
Perceptive Intelligent Capture will create the broadest and deepest
portfolio of capture solutions in the market, ranging from Web
portals and mobile devices to smart MFPs.
- The acquisition will result in an enhanced, more efficient
balance sheet benefiting from the deployment of available overseas
cash and existing balance sheet capacity.
- Founded in 1985 and headquartered in Irvine, California, Kofax reported 2014
revenue of $297 million. Kofax has
over 20,000 customers worldwide, including 80 on the Fortune Global
100 list. The company operates in all regions of the world and has
more than 850 channel partners globally.
- The acquisition of Kofax demonstrates the continued execution
of Lexmark's capital allocation framework, which is to pursue
acquisitions that strengthen and support the growth of Lexmark's
solutions capabilities, while returning capital to shareholders.
Since the first quarter of 2011, Lexmark has returned 78 percent of
its free cash flow to shareholders in the form of dividends and
share repurchases. The transaction will not impact Lexmark's
quarterly dividend.
- The acquisition is expected to close in the second quarter of
2015 and is contingent on Kofax shareholder approval, applicable
regulatory clearances and other customary closing conditions.
- Goldman, Sachs and Co. is serving as exclusive financial
advisor to Lexmark. Lazard is serving as exclusive financial
advisor to Kofax on this transaction.
Supporting Quotes
"The acquisition of Kofax enhances our best-in-class offerings
so our customers can capture, manage, access, and act upon their
information more efficiently, and extends Lexmark into the
high-growth smart process applications market," said Paul Rooke, Lexmark chairman and chief executive
officer. "Our customers will have a breadth of hardware and
software solutions that connect their information silos and
automate their business processes – enabling them to access the
most relevant information at the moment they need it to drive
business forward.
"Kofax accelerates Lexmark's development of industry-specific
solutions while also immediately expanding our reach into the
midmarket, where there is increasing demand for technology to
better manage the growing amount of unstructured information and
improve customer engagement," added Rooke.
"The combination of Perceptive Software and Kofax solutions
strengthens the breadth and depth of our offering, giving us an
unmatched ability to help customers of all sizes, in all industries
and across the globe to connect unstructured information to their
systems of record," said Scott
Coons, Perceptive Software president and chief executive
officer and Lexmark vice president.
"We believe joining forces with Lexmark benefits our customers,
partners, employees and shareholders and the merger will build on
Kofax's rich history of continuous innovation," said Reynolds C.
Bish, chief executive officer, Kofax. "Our market-leading ability
to simplify and transform the First Mile™ of customer engagement is
a strong complement to Perceptive Software's strength in managing
information across silos. As a result, we're excited about the
future and working together to realize the full potential of this
opportunity to the benefit of all stakeholders."
Conference Call Today
The company will host a
conference call with securities analysts today at 5:00 p.m. (EDT). A live broadcast and a complete
replay of this call can be accessed from Lexmark's investor
relations website at http://investor.Lexmark.com. If you are unable
to connect to the Internet, you can access the call via telephone
at 888-693-3477 (outside the U.S. by
calling 973-582-2710) using access code 12656168. Lexmark's
Kofax presentation slides will be available on Lexmark's
investor relations website prior to the live broadcast.
About Lexmark
Lexmark is uniquely focused on
connecting unstructured printed and digital information across
enterprises with the processes, applications and people that need
it most. For more information, please
visit www.Lexmark.com.
About Kofax
Kofax is a leading provider of smart
process applications to simplify and transform the First Mile™ of
customer engagement. Success in the First Mile can dramatically
improve the customer experience, greatly reduce operating costs and
increase competitiveness, growth and profitability. Kofax software
and solutions provide a rapid return on investment to more than
20,000 customers in financial services, insurance, government,
healthcare, supply chain, business process outsourcing and other
markets. Kofax delivers these through its direct sales and service
organization, and a global network of more than 800 authorized
partners in more than 75 countries throughout the Americas, EMEA
and Asia Pacific. For more
information, visit Kofax.com.
Lexmark and Lexmark with diamond design are trademarks of
Lexmark International, Inc., registered in the U.S. and/or other
countries. All other trademarks are the property of their
respective owners.
© 2015 Kofax Limited. Kofax and Kofax TotalAgility are
registered trademarks and First Mile is a trademark of Kofax
Limited.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Statements in this release which are not
historical facts are forward-looking and involve risks and
uncertainties which may cause the company's actual results or
performance to be materially different from the results or
performance expressed or implied by the forward-looking statements.
Factors that may impact such forward-looking statements include,
but are not limited to, fluctuations in foreign currency exchange
rates; failure to successfully integrate newly acquired businesses;
continued economic uncertainty related to volatility of the global
economy; inability to execute the company's strategy to become an
end-to-end solutions provider; decreased supplies consumption;
possible changes in the size of expected restructuring costs,
charges, and savings; market acceptance of new products; aggressive
pricing from competitors and resellers; changes in the company's
tax provisions or tax liabilities; excessive inventory for the
company's reseller channel; failure to manage inventory levels or
production capacity; periodic variations affecting revenue and
profitability; inability to realize all of the anticipated benefits
of the company's acquisitions; the failure of information
technology systems, including data breaches or cyber attacks; the
inability to develop new products and enhance existing products to
meet customer needs on a cost competitive basis; reliance on
international production facilities, manufacturing partners and
certain key suppliers; business disruptions; increased competition
in the aftermarket supplies business; inability to obtain and
protect the company's intellectual property rights and defend
against claims of infringement and/or anticompetitive conduct;
ineffective internal controls; customer demands and new regulations
related to conflict-free minerals; fees on the company's products
or litigation costs required to protect the company's rights;
inability to perform under managed print services contracts; the
inability to attract, retain and motivate key employees; terrorist
acts; acts of war or other political conflicts; increased
investment to support product development and marketing; the
financial failure or loss of business with a key customer or
reseller; credit risk associated with the company's customers,
channel partners, and investment portfolio; the outcome of
litigation or regulatory proceedings to which the company may be a
party; unforeseen cost impacts as a result of new legislation;
changes in a country's political or economic conditions;
disruptions at important points of exit and entry and distribution
centers; and other risks described in the company's Securities and
Exchange Commission filings. The company undertakes no obligation
to update any forward-looking statement.
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SOURCE Lexmark International, Inc.
