Baldwin Technology Company, Inc., a global leader in process automation technology for the print media industry, announced that it has entered into a definitive agreement to be acquired by Forsyth Baldwin, LLC, a company controlled by Forsyth Capital Investors, LLC. The agreement was unanimously approved by Baldwin’s Board of Directors.
Under the agreement, Baldwin’s stockholders will receive $0.96 in cash for each share of Baldwin Class A or Class B Common Stock, subject to adjustment at closing based on certain criteria, including the extent that the difference between Baldwin’s aggregate cash balances and the balance of aged accounts payable is less than $1,800,000, provided that such adjustments cannot reduce the per share consideration below $0.90. This represents a premium of approximately 104 percent over the closing share price on Thursday, December 22, 2011.
The merger agreement permits the Board to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through January 28, 2012. The Board, with the assistance of its advisors, will actively solicit alternative proposals during this period. There can be no assurance that this process will result in a superior offer. If there is no superior offer, the transaction is expected to close in the second quarter of 2012, subject to customary approvals and closing conditions.
Mark Becker, CEO of Baldwin, noted: “The transaction will improve Baldwin's financial strength and enable it to continue to operate effectively in its current markets and beyond. Forsyth’s financial resources and management experience will accelerate the turnaround of Baldwin already underway. We believe this is a strong transaction for our stockholders, employees, customers and other partners."
Duff & Phelps Securities, LLC acted as financial advisor to Baldwin, and Morgan, Lewis & Bockius LLP acted as legal advisor to Baldwin. Thompson Coburn LLP acted as legal advisor to Forsyth.