Presstek, Inc. has entered into a definitive merger agreement under which it would be acquired by MAI Holdings, Inc., an entity affiliated with American Industrial Partners Capital Fund IV, L.P. (AIP).
Under the terms of the agreement and plan of merger, which has been unanimously approved by the Company’s Board of Directors, Presstek’s shareholders will receive $0.50 in cash for each share of Common Stock. This represents a premium of 16.3 percent over closing share price of the Common Stock on August 22, 2012. The agreement is subject to the approval of shareholders and other customary closing conditions and is expected to close during the fourth quarter of 2012. In connection with the transaction, AIP has obtained the agreement of Presstek’s largest shareholder, IAT Reinsurance Company, Ltd. and its affiliates, which own 24.5% of the outstanding Common Stock, to vote in favor of the merger at the special shareholders meeting to be called for that purpose, subject to certain conditions.
In announcing the agreement, Stanley E. Freimuth, Presstek’s Chairman, President and CEO, said: “We are excited to combine the financial resources of AIP with the strong product portfolio of Presstek. We believe that this combination will help to fuel the growth of the Company, which has been challenging over the past few years as a result of the worldwide economic downturn. AIP is no stranger to our industry. One of its portfolio companies, Mark Andy, Inc., is the world's leading designer of narrow and mid-web flexographic equipment and aftermarket products serving the label, packaging and specialty printing markets. We look forward to working with Mark Andy in areas where it makes sense for both companies.”
AIP is an operationally focused private equity investment firm that applies a collaborative approach with management in building and improving middle-market companies. In commenting on the transaction, Richard Hoffman of AIP said "Presstek represents a very attractive portfolio investment for AIP. The company has best-in-class technologies, headlined by its highly efficient and versatile 75DI digital offset printing press, and we look forward to partnering with Presstek’s management team to help the company and its product portfolio achieve their full potential."
GCA Savvian Advisors, LLC has served as financial advisor and McDermott, Will & Emery, LLP has served as legal counsel to Presstek in connection with this transaction. Ropes & Gray, LLP has served as legal counsel to AIP in connection with this transaction.