Apex Technology, PAG-Led Consortium Complete Lexmark (LXK) Acquisition
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Lexmark International, Inc. announced the successful completion of the acquisition by a consortium of investors (Consortium) led by Apex Technology Co., Ltd. (Apex) and PAG Asia Capital (PAG). Under the terms of the merger agreement, which was announced on April 19, 2016, Lexmark shareholders will receive $40.50 per share in cash. Legend Capital Management Co. Ltd. (Legend Capital) is also a member of the Consortium.
- The completion of the transaction follows the receipt of all the necessary approvals, including approval by Lexmark shareholders, regulatory approvals in the U.S., including the Committee on Foreign Investment, China and certain other foreign jurisdictions, and other customary closing conditions.
- The Consortium will maintain Lexmark's corporate headquarters in Lexington, Kentucky. David Reeder, formerly Lexmark vice president and chief financial officer, has been named the company's new president and chief executive officer, succeeding Paul Rooke.
- Lexmark's Enterprise Software group will be separated from Lexmark and rebranded to Kofax. The Consortium and Lexmark will engage in a process to sell the business while focusing on growing the imaging business, particularly in China and the Asia-Pacific region.
- Lexmark common stock (NYSE: LXK) has ceased trading on the New York Stock Exchange.
- Shareholders holding their shares directly through Lexmark's transfer agent will receive a letter of transmittal from the paying agent detailing how to obtain their merger consideration. Shareholders holding their Lexmark shares through an account with their broker, investment dealer, bank, trust company or other intermediary will receive payment through that account, and should contact their intermediary if they have any questions about this process.
- Goldman, Sachs & Co. acted as financial advisor to Lexmark, and Wachtell, Lipton, Rosen & Katz acted as the company's legal counsel.
- Moelis & Company acted as financial advisor to the Consortium, along with Skadden, Arps, Slate, Meagher & Flom and King & Wood Mallesons as legal counsel.
"We are excited to have completed the transaction, which provides significant cash value to our shareholders, benefits our customers and provides new opportunities for our employees," said Paul Rooke, Lexmark's former chairman and chief executive officer.
"I have had 25 fantastic years at Lexmark, the last six as chairman and chief executive officer," added Rooke. "As the company enters its next phase, it is time for the next generation of leadership to continue the work to ensure Lexmark's industry leadership.
"David Reeder is an extraordinary leader and has spent his entire career in technology. Since joining Lexmark, David has worked closely with me on transforming the business, and I believe he is well equipped to continue Lexmark's transformation for our customers and employees," Rooke said.
"I'm incredibly excited about Lexmark's future," said David Reeder, Lexmark's new president and chief executive officer. "Lexmark has employees across the globe who are truly passionate about technology and helping customers better manage their imaging and output needs.
"We are now uniquely positioned to grow the company in China and greater Asia, along with continuing to deliver industry-leading products and services to customers in other regions of the world. I'm honored to lead Lexmark into its next phase of opportunities and growth," Reeder added.
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