Océ to Acquire Imagistics International Inc.
• Cash tender offer for US$42 per Imagistics common share
• Expands distribution in the United States
• Creates a leader in the global document imaging market
TRUMBULL, CT. – September 16, 2005 -- Imagistics International Inc. (NYSE: IGI) today
announced that Océ N.V. (Nasdaq: OCENY) and Imagistics have entered into a definitive
agreement for Océ to acquire all the outstanding shares of Imagistics for US$42.00 per share
in cash. The transaction values Imagistics at approximately US$754 million, including net debt
of approximately US$68 million. To accomplish the acquisition in the most efficient manner,
Océ has agreed to launch a tender offer to buy all of the outstanding common shares of
Imagistics.
The tender offer will be subject to customary conditions, including the tender of shares that
constitutes a majority of the shares of Imagistics on a fully diluted basis.
Océ, based in Venlo, the Netherlands, is one of the world's leading suppliers of high quality
and innovative products and services for professional printing and document management
services. The Supervisory Board and the Board of Executive Directors of Océ recommend the
transaction. Likewise, the Board of Directors of Imagistics International Inc. has unanimously
approved the transaction.
Business rationale for the combination:
• The merger will substantially increase Océ's distribution breadth and expand its presence in
the United States corporate printing and office markets.
• As a result of the transaction, superior account coverage can be given to national and
international customers in both the United States and Europe.
• The two companies complement each others’ product offerings. Océ brings excellent wide
format, commercial and corporate printing systems and business services based on their
own superior technology. Imagistics brings best of breed product coverage in the high, mid
and lower volume segments. The Océ portfolio of hardware and software perfectly
complements the current Imagistics product line and best of breed sourcing strategy for the
high, mid and lower volume markets.
• Océ Business Services provides world class facilities management that can be offered to
Imagistics customers.
Marc C. Breslawsky, Chairman and CEO of Imagistics, stated: “Together, Océ and Imagistics
will make a powerful combination, as our companies clearly complement each other. Our
customers will have comprehensive product coverage across all segments, all from one
company, across the world. We expect that Océ and Imagistics will become a leader in the
United States office market, with superior growth prospects globally. I believe this transaction
is in the best interests of the employees, customers, suppliers and shareholders of Imagistics.”
Rokus van Iperen, CEO and Chairman of the Board of Executive Directors of Océ N.V. said:
"This acquisition accomplishes Océ's strategic goal to expand and strengthen distribution
power, in particular in the US market. We believe that culturally and strategically Océ and
Imagistics are an excellent fit. Both companies have a solid financial position, and both serve
complementary segments of the printing and document management markets. As a result of
this acquisition we will be even better positioned to offer a complete range of value added
solutions and world class products and services to our customers."
Océ has advised Imagistics that it intends to retain present Imagistics management and that its
headquarters will remain in Trumbull, Connecticut. In addition, Marc Breslawsky will be
nominated to join the Océ Executive Board at the next Océ Annual Shareholders Meeting.
Through this acquisition, Océ will gain a strong foothold among Fortune 1000 companies in the
United States as well as regional midsize businesses and non profit organizations. The Océ
portfolio of hardware and software products perfectly complements the Imagistics product line.
Additional synergies can be realized by leveraging the long term relationships both companies
have with large customers by offering them a full line of world class products and services
globally.
Merrill Lynch served as financial advisor to Imagistics for this transaction.
About Imagistics International Inc.
Imagistics International Inc. (NYSE:IGI) is a direct sales, service and marketing organization
offering document imaging solutions, including high performance, leading edge copier/MFPs
and facsimile machines to Fortune 1000 companies and other organizations. Its direct sales
and service network is located throughout the United States and the United Kingdom, and in
parts of Canada. Imagistics International is a member of the S&P SmallCap 600 Index and the
Russell 2000 Index(R) and is headquartered in Trumbull, Connecticut. For additional
information about Imagistics International, please visit http://www.imagistics.com and
http://www.IGIinvestor.com.
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