LEXINGTON, Ky., July 22, 2016 /PRNewswire/ --
- Lexmark International, Inc. today announced that its
shareholders have approved the definitive merger agreement under
which Lexmark is to be acquired by a consortium of investors led by
Apex Technology Co., Ltd. and PAG Asia Capital and including Legend
Capital Management Co., Ltd. Upon completion of the transaction,
Lexmark shareholders will receive $40.50 per share in cash.
- 70% of the outstanding Lexmark
shares were voted at the special shareholder meeting held today. Of
the Lexmark shares that were voted, 99% were voted in favor of the merger.
- The transaction remains subject to certain regulatory
approvals, including among others the Committee on Foreign
Investment in the U.S., and other customary closing conditions.
- The transaction is expected to be completed in the second half
of 2016.
- The company plans to announce second quarter 2016 earnings
before the opening of the New York Stock Exchange on Friday, July 29, 2016. The earnings release will
be available on Lexmark's investor relations website at
http://investor.lexmark.com. Lexmark will not host a conference
call with securities analysts and investors in conjunction with its
second quarter 2016 earnings release and does not expect to do so
in future quarters while this transaction is pending.
Supporting Quotes
"Today our shareholders approved this definitive merger
agreement by an overwhelming margin," said Paul Rooke, Lexmark chairman and chief executive
officer. "This transaction is in the best interests of our
shareholders, and we are confident it will benefit our customers,
provide new opportunities for our employees, and enable Lexmark to
continue to grow, innovate and expand our market presence in the
Asia Pacific region."
About Lexmark
Lexmark (NYSE: LXK) creates enterprise software, hardware and
services that remove the inefficiencies of information silos and
disconnected processes, connecting people to the information they
need at the moment they need it. Open the possibilities at
www.Lexmark.com.
Lexmark and the Lexmark logo are trademarks of Lexmark
International, Inc., registered in the U.S. and/or other countries.
All other trademarks are the property of their respective
owners.
Safe Harbor
Statements about the expected timing,
completion and effects of the proposed transaction and all other
statements in this communication, other than historical facts,
constitute forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Readers are cautioned not to place undue
reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements.
Lexmark may not be able to complete the proposed transaction on the
terms described herein or other acceptable terms or at all because
of a number of factors, including without limitation (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement, (2) the
failure to satisfy closing conditions, (3) risks related to
disruption of management's attention from Lexmark's ongoing
business operations due to the pending transaction and (4) the
effect of the announcement of the pending transaction on the
ability of Lexmark to retain and hire key personnel, maintain
relationships with its customers and suppliers, and maintain its
operating results and business generally.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the
forward-looking statements represent Lexmark's views as of the date
on which such statements were made. Lexmark anticipates that
subsequent events and developments may cause its views to
change. However, although Lexmark may elect to update these
forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Lexmark's views as of any date subsequent to the date
hereof. Additional factors that may affect the business or
financial results of Lexmark are described in the risk factors
included in Lexmark's filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2015, which risk factors are
incorporated herein by reference.
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SOURCE Lexmark International, Inc.