Eastman Kodak Company has reached agreement with Brother Industries, Ltd., for the proposed sale of certain assets of its Document Imaging business for a cash purchase price of approximately $210 million, subject to certain price adjustments at closing. In addition, Brother will assume deferred service revenue liability of the business, which totaled approximately $67 million as of December 31, 2012.
Kodak’s Document Imaging business provides a comprehensive portfolio of scanners, capture software and services to enterprise customers. Brother is a leading global manufacturer of laser, label and multi-function printers, as well as fax machines and sewing machines.
Consummation of the transaction with Brother is subject to court approval and a marketing period in which Kodak may seek to obtain a higher or better offer for the business, alone or in combination with other businesses, including through a court-approved auction. Kodak’s ability to continue to explore alternatives during the marketing period will ensure that Kodak obtains the maximum value for the business. Consummation is also subject to satisfying customary closing conditions, including required regulatory approvals.
“This proposed sale is another key step in Kodak’s path to emergence – it moves us closer to realizing our strategic vision for Kodak’s future,” said Antonio M. Perez, Chairman and Chief Executive Officer. “A sale to Brother, should they prevail, would represent an excellent outcome for Document Imaging’s customers, partners and employees.”
Under the terms of the agreement, Kodak will seek U.S. Bankruptcy Court approval of the bidding procedures at a hearing in late April and is targeting final court approval of a transaction in June.
“Document Imaging has many differentiating strengths, including an outstanding global customer base, award-winning software and hardware solutions, strategic reseller partners and a comprehensive service and support network,” Perez said.
Dolores Kruchten, President of Document Imaging, said that Kodak will work throughout the sale process to ensure a smooth transition for customers.
“We are pleased that under this agreement with Brother, Document Imaging will continue to strengthen its position as a leader of information capture and management solutions for enterprise customers,” said Kruchten. “Our valued customers will receive the highest quality products, world-class customer service and reseller support that have been the hallmarks of our business.”
Consistent with its previously stated goal of restructuring around its Commercial Imaging business, Kodak is continuing its publicly announced sales process for its Personalized Imaging (PI) business.
Lazard is serving as the financial advisor to Kodak and Sullivan & Cromwell is the lead legal advisor to Kodak in the transaction.