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Original Source: FD (FAIR DISCLOSURE) WIRE
. Mary Chowning, X-Rite, CFO . Tom Vacchiano, X-Rite, President and CEO . Alexander Paris, Barrington Research, Analyst . Chuck Murphy, Sidoti & Co., Analyst . Jim Ricchiuti, Needham & Company, Analyst
. John Nelson, State of Wisconsin Investment, Analyst . Steven Schnoll, Schnoll Media Consulting, Analyst . George Melis, Lord Abbett, Analyst . Alan Mitrani, Sylvan Lake Asset Management, Analyst . Georgina Russell, JMB Capital, Analyst . Dennis Wassung, Canaccord Adams, Analyst
XRIT announced the Pantone transaction after the market closed on 08/23/07. Co. will purchase all of the stock of Pantone for $180m in cash. Expects that the transaction will be completed in the fall of 2007, following customary regulatory approvals.
A. Key Data From Call 1. Purchase price of Pantone stock (cash) = $180m.
S1. Opening Remarks (M.C.) 1. Synopsis: 1. XRIT announced the Pantone transaction after the market closed on 08/23/07.
S2. Acquisition Details (T.V.) 1. Details: 1. With many of the major tasks of the Amazys integration is well under control, Co. believes it is ready to undertake the next step in its corporate goal of becoming the preeminent provider of color management solutions in the world. 2. Over the past year, Co. has demonstrated that it is well equipped to execute on its integration plans, as it substantially exceeded the Amazys milestones set last year. 3. Co. is confident in its ability to: 1. Manage this new integration. 2. Drive the remaining $8m of cost synergies promised associated with the Amazys transaction. 4. Pantone is truly a very unique opportunity for Co. 1. Pantone operates in complementary and adjacent key markets of the color business.
2. Co. successfully partnered with Pantone over the last [two] years to develop new products, such as the [UE]. 2. Overview of Pantone's Business: 1. Pantone is a private co., headquartered in Carlstadt, New Jersey. 2. [Generated] $45m of revenue for the trailing 12-months period ending 06/30/07, with adjusted EBITDA of $13m.
3. Larry Herbert and his family have created iconic brands with a focus in: 1. Graphic arts. 2. Textiles. 3. Fashion industry. 4. One of Co.'s key attractions to Pantone comes from its strong licensing and royalty stream associated with the its proprietary Pantone Color Matching System.
1. Overall, approx. 13% of Pantone's revenues comes from multi-year royalty streams. 5. XRIT and Pantone have worked together, and over the last two years, during which time, Pantone had been a significant distributor of XRIT's monitor calibration devices both [UE] and Eye-One solutions. 1. This existing working relationship has already aided Co. a great deal in its preliminary integration discussions. 6. Pantone has a strong financial base and proven record of profitability, including: 1. Revenues, $45m for the trailing-12 months have grown in the 7-9% range over the last three years. 2. Adjusted EBITDA, $13m for the trailing-12 months ended June 2007, has remained in the 27-29% range over the past three years. 3. Steady GM of approx. 64%. 4. Pantone has a relatively low maintenance CapEx requirement. 7. Anticipates the following strategic benefits from acquiring Pantone.
1. Co. is able to deepen XRIT range of products and service offerings by adding color standards to the leadership position in: 1. Hardware. 2. Software. 3. Services. 2. Will be able to leverage XRIT's global presence and distribution capabilities to expand the reach of Pantone's color solutions. 3. Will be able to enhance XRIT's revenue generation opportunities and further diversify revenue base to include reoccurring royalty and license fee revenues. 4. Will be able to leverage Pantone's brand recognition in key areas, such as: 1. Graphic design. 2. Textiles. 3. Fashion. 5. Will be able to accelerate technology and business model innovation, as digital workflows and digital lifestyles become an increasing opportunity for the business. 6. Expects to exploit the economies of scale that are provided by this combination. 7. From a two-year synergy standpoint, Co. would expect its annual combined operating cost savings to be approx. $6.5m by year two. 8. Believes the deal can be accretive from a cash EPS basis in year two. 8. The combination of XRIT and Pantone is compelling from a strategic and financial perspective. 9. Believes the acquisition will build on XRIT's foundation as a leading global color co., which Co. believes will enable to further leverage its: 1. Substantial scale. 2. Drive innovation. 3. Maximize operating efficiency. 4. Realize significant cost synergies.
S3. Financial Details (M.C.) 1. Overview: 1. Pantone has been an acquisition target for XRIT and Amazys for a number of years.
2. Has actively followed Pantone and had approached them on
several times with the intent of acquiring them, all to no
avail. 3. This spring, Co. received a call from Goldman Sachs announcing Pantone will be sold through a competitive auction process, which would include both strategic and financial buyers.
1. This process took approx. four months. 4. While Co. may not be able to choose the timing, Pantone clearly chose the timing here of when to sell. 2. Terms of the Proposed Transaction:
1. XRIT will purchase all of the stock of Pantone for $180m in
cash. 2. On acquisition-financing package of $415m, which includes a refinancing of Co.'s existing debt has been committed by a group of institutions, including: 1. Merrill Lynch.
2. Fifth Third Bank. 3. National City Bank. 4. LaSalle Bank. 5. GoldenTree Asset Management. 3. The stock purchase will have a [338 elections], so that Co. will be able to obtain the tax benefits of the intangible amortization. 4. Expects that the transaction will be completed in the fall of 2007, following customary regulatory approvals. 5. Anticipates that this transaction will be accretive to cash EPS in the second year of operations. 3. Other Details: 1. Believes that there are significant operating cost synergies available to XRIT through this transaction.
2. XRIT has experienced with mergers and acquisitions, namely,
integrating Amazys. 3. Believes that the integration challenge and risks associated with this transaction is significantly lower than the Amazys integration. 4. Believes that Co.'s success integrating the Amazys transaction over the last year demonstrates XRIT's ability to plan and execute a complex global integration. 5. The identified cost synergies of $6.5m by year two are based on an in-depth, bottoms-up analysis similar to the one that XRIT prepared for Amazys. 1. Expected synergies will come largely from: 1. Office consolidations. 2. Headcount reductions. 3. Operating cost efficiencies in marketing, trade shows, and related costs. 4. Administrative cost reductions, including professional and consulting fees. 5. Duplicate IT systems. 6. Other related costs. 6. …