ST. PETERSBURG - Danka Business Systems PLC , a leading supplier of
office imaging equipment and support services in the United States,
today announced it has signed a definitive agreement with Konica
Minolta Business Solutions U.S.A., Inc. ("Konica Minolta"), a leading
provider of advanced imaging and networking technologies from the
desktop to the print shop, enabling Konica Minolta to acquire the
company's wholly-owned U.S. subsidiary, Danka Office Imaging Company
("DOIC"), through which Danka conducts its business operations.
Under the terms of the agreement, the total purchase price is
expected to be approximately $240 million. The transaction is expected
to close by June 30, 2008. It is subject to a number of regulatory and
other closing conditions, in both the United States and the United
Kingdom, including approval of the transaction by Danka's shareholders.
"In addition to continuing support for the entire Danka
customer base with a complete range of products and service
capabilities," said A.D. Frazier, Chairman and Chief Executive Officer
of Danka, "I am pleased to say the new organization will also provide
the added benefit of direct access to Konica Minolta's world-class
technology, distinctive product offerings and financial strength.
Customer relationships will grow ever stronger as a result."
Upon consummation of the transaction, DOIC will become a
wholly-owned subsidiary of Konica Minolta, and will maintain its
current offices in St. Petersburg, Florida and elsewhere. Konica
Minolta will supplement the product mix including network-ready
multifunctional products (print, copy, fax and scan all in one system)
and network printers in DOIC markets beginning in mid-2008. DOIC will
continue servicing its customers with its highly trained sales and
service teams.
Frazier credits Danka employees for accomplishing a remarkable
competitive transformation. "They redefined the manner in which
document workflow solutions are managed and serviced in small-to-medium
sized enterprises and in the extremely competitive high volume
production print marketplace. Their success, achieved against a
backdrop of having to overcome the company's daunting corporate legacy
issues, translates to new relevancy and value for the Danka approach."
Frazier added, "Nevertheless, the costs associated with trying
to remain an independent player in an extremely competitive industry
are imposing. This transaction represents, by far, the best outcome for
Danka's organization and staff. It preserves the DOIC organization,
allowing us to serve our loyal customers while addressing the holding
company's burdensome financial obligations. We are confident that
Konica Minolta's stated desire to invest in, and grow, DOIC's business
will be rewarded in the customer marketplace."
The acquisition by Konica Minolta is designed to build and
expand upon the foundation established by DOIC. "Konica Minolta's
acquisition of DOIC will further enhance our leadership in the color
and high volume production print markets while complementing our
overall growth strategy with our independent dealers and branch
network," said Jun Haraguchi, President and CEO of Konica Minolta
Business Solutions U.S.A., Inc. "We're excited about the prospects that
this strategic acquisition will create, and believe the combined
strength of the new organization will be beneficial to our customers,
the DOIC customer base and the DOIC employee family."
The transaction contemplates that Danka Business Systems PLC,
the holding company, will sell to Konica Minolta the stock in its U.S.
operations, Danka Office Imaging Company. Once completed, the holding
company will distribute proceeds from the sale to debt and shareholders
through a British process of voluntary liquidation, which will also
need to be approved by Danka shareholders.
Under the terms of Danka's existing Articles of Association,
the holders of Danka's ordinary shares (and ADSs) would not be entitled
to receive any portion of the amount which is expected to be available
for distribution to the holding company's shareholders. However, the
Board is seeking to implement arrangements which would result in the
holders of Danka's ADSs receiving the cash sum of $0.10 per ADS.
Further details of these proposed arrangements will be provided to the
company's shareholders as soon as possible.
Cypress Merchant Banking Partners II L.P. and certain of its
affiliates, which collectively hold approximately 338,569 Participating
Shares which confer the right to exercise approximately 29.0% of the
voting rights exercisable at general meetings of the company, have
agreed to vote in favor of the transaction, the liquidation and related
proposals.
Use of Proceeds
If shareholders approve the sale transaction and liquidation the
net cash proceeds from the disposal will be used to discharge Danka's
approximately $152 million of indebtedness under the existing credit
facilities provided by GE Corporate Capital. After depositing $25
million of the sale proceeds in escrow to satisfy potential claims by
Konica Minolta under the definitive agreement, the remaining sum,
together with the company's other cash resources, will be used to
discharge other actual and contingent liabilities and the costs and
expenses of the liquidation. The resulting cash balance, together with
any remaining escrow proceeds, will be returned to shareholders. Net
funds returning to owners of the company's Participating Shares are
expected to total less than the 20% of the $372 million in accrued
payments currently owed to them.
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