Bencis seals deal to acquire Xeikon

The price offered for the 18,856,298 shares in Xeikon held by Punch International amounts to a value of €110,309,343.30.

Bencis Capital Partners is an independent private equity firm targeting medium sized companies in the Benelux countries.

Its portfolio ranges from sports and outdoor retail operations, construction and facility services, to personal care products, confectionery and printing. Its investments have occurred through management buy-out (MBO) and institutional buy-out (IBO) deals, including Stork Prints, which it acquired a majority stake in during November 2007. Bencis took full control of Stork Prints in March this year.

The Gimv-XL fund will co-invest alongside Bencis and, upon completion of the transaction, acquire an indirect minority interest of approximately 20 percent in Xeikon.

Bencis and Gimv-XL hope to reinforce Xeikon's competitive position by supporting the company's strategy and growth plan on an independent basis, with the goal to create long-term value.

The agreement is subject to a number of conditions that must be fulfilled by no later than September 17.

Among other things, the transaction is subject to the effective provision to and reception by Bencis of the necessary financing and that Xeikon's half-year figures as at June 30 are in line with the average of the previous two years.

As part of the agreement, Punch International will acquire customer receivables from Xeikon for a maximum amount of €6 million. These receivables relate to machines supplied by Xeikon that customers have not yet paid for in full. As the receivables are repaid, Xeikon can transfer up to €1.5 million of extra receivables per year on condition that the total outstanding balance does not exceed €6 million. This facility reinforces Xeikon's working capital and would be made available until 2019.

A further condition is that the remaining ties between Xeikon and Punch International must be severed prior to the transfer of the controlling interest. For this reason, Punch International is acquiring all of Xeikon's interests in Accentis at a price of €9.6 million. Xeikon is taking over Point-IT, which provides it with IT services, at a price of €800,000.

The property on where the offices and production facilities of the Xeikon pre-press division are based will be transferred, as planned, by Accentis to Xeikon for a gross price of €9.2 million.

If the sale as detailed becomes unconditional, and the transfer to Bencis of Punch International’s share interest in Xeikon is consummated, Bencis will be obliged to make a mandatory offer for all remaining Xeikon shares.