Enterprise Acquisition (stock symbol: [t]EST[/t]), which raised $250 million when it went public in November 2007, has announced that it is going to merge with Workflow Management, "one of the leading providers of managed print and promotional production and fulfillment solutions in North America."
Enterprise Acquisition Corp. Announces Proposed Merger With Workflow Management, Inc.
Monday August 25, 8:03 am ET
BOCA RATON, Florida, August 25 /PRNewswire/ -- Enterprise Acquisition Corp. ("Enterprise") (Amex: EST - News) announced today that it has signed a definitive merger agreement pursuant to which it will merge with WF Capital Holding Inc. ("WF Capital"), the privately-held parent of Workflow Management, Inc. ("Workflow"), one of the leading providers of managed print and promotional production and fulfillment solutions in North America. Workflow also has entered into a letter of intent and a purchase agreement to acquire two additional businesses in the marketing services and promotional production solutions industry, which may be completed prior to the closing of the merger with Enterprise. Workflow generated approximately US$1.2 billion in revenue in 2007, on a pro forma basis to reflect the two pending acquisitions.
The shares of Workflow will be acquired by Enterprise for an aggregate purchase price of US$669.0 million, which does not include the value of the management incentive share grant and which will consist of the assumption of up to US$490.0 million in existing Workflow indebtedness and US$179.0 million in Enterprise common stock to Workflow's stockholders. To the extent that the indebtedness of Workflow is less or greater than US$490 million at the closing of the merger, the common stock portion of the purchase price will be adjusted accordingly. In addition to the aggregate purchase price, management will be eligible to receive bonus payments of up to US$50.0 million based on (i) the market performance of the combined entity's publicly traded shares following the merger or (ii) warrant exercises assuming the price of Enterprise common stock is trading over US$10.00 per share.
Consummation of the merger is conditioned on the Enterprise stockholders approving the merger, and the holders of fewer than 30 percent of the shares of Enterprise common stock held by public stockholders voting against the merger and exercising their right to convert their shares into a pro-rata portion of Enterprise's trust fund prior to the anticipated completion of the merger and obtaining necessary regulatory approvals and other customary closing conditions. Enterprise expects to file a preliminary proxy statement concerning the merger as soon as possible, which will be subject to review by the Securities and Exchange Commission. Assuming the closing conditions are met, Enterprise anticipates completing the transaction in the fourth quarter of 2008 or the first quarter of 2009.
The current management of Workflow will remain in place to run the combined company after the merger. The board of directors of the combined company will initially consist of seven members: Daniel C. Staton and Marc H. Bell from the Enterprise board of directors, two members nominated by the Enterprise board, Greg C. Mosher, Workflow's chief executive officer, and two members nominated by Perseus, LLC, WF Capital's largest shareholder. The resulting public company's name will be changed to Workflow Corporation.
Commenting on the proposed merger, Daniel C. Staton, Enterprise's president and CEO, said, "Through its long and impressive history, Workflow's management team has developed the company into one of the leading providers of print, promotional products and fulfillment solutions in the nation. Greg Mosher has overseen the development of several highly successful companies over the past 30 years, many of which have Fortune 100 companies as clients. Greg is surrounded by seasoned industry veterans, many of whom have served in senior roles in some of the nation's largest printing, manufacturing and marketing corporations. Through their combined expertise, Workflow has developed a dynamic, end-to-end business platform from which clients achieve material cost efficiencies, while receiving the highest quality product."
Greg C. Mosher added, "Workflow's ongoing success over the years was the result of the technologically advanced responses to emerging needs in promotional products, print and printed product distribution. At the core of this success is our unique Dual Network Advantage (DNA), which integrates the strengths of our Service Network with the efficiencies of our internal Manufacturing Network. These two networks link our clients with proprietary, industry-leading technology that streamlines every link in their supply chain from bidding and procurement through production and delivery. We believe this technology eliminates inefficiencies, enables collaboration, and connects clients with the manufacturing and service networks. By aggregating our clients' spend, generating new efficiencies, and managing their solutions from end-to-end, we're creating substantial savings that go straight to the client's bottom line."
Investor Presentation
Enterprise and Workflow senior management will host a conference call on Tuesday, August 26, 2008 at 10:30 a.m. (ET) to discuss the merger of Enterprise and Workflow. Live audio of the conference call will be available by dialing +1-800-732-6870 (United States) or +1-212-231-2900 (International) and providing the following reservation number: 21391666. The conference call can also be accessed over the Internet at www.InvestorCalendar.com. A replay of the conference call will be available approximately one hour after its completion for 30 days by dialing +1-800-633-8284 (United States) or +1-402-977-9140 (International) and referencing the reservation number: 21391666. A replay will also be available over the Internet at www.InvestorCalendar.com.
About Workflow Management, Inc.
Workflow Management, Inc. (www.workflowone.com) is a leading provider of managed print and promotional production and fulfillment solutions in North America. Workflow's proprietary WorkflowOneAccess online portal connects its corporate clients to its internal manufacturing and distribution network and its extensive supplier network, which enables them to manage the design, procurement, purchasing, warehousing, fulfillment and delivery of their print and promotional products. Workflow currently employs more than 3,300 people across the United States in its three divisions: WorkflowOne, Freedom Graphics Services and United Envelope. Its base of over 24,000 clients includes leading participants in the manufacturing, healthcare, financial services, not-for-profit, and sports and leisure industries.
<snip>
biz.yahoo.com |
