Creo Commences Litigation Against Printcafe and EFI.Business Editors VANCOUVER Vancouver, city, Canada Vancouver, city (1991 pop. 471,844), SW British Columbia, Canada, on Burrard Inlet of the Strait of Georgia, opposite Vancouver Island and just N of the Wash. border. , British Columbia--(BUSINESS WIRE)--Feb. 19, 2003 Creo, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CREO)(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :CRE CRE Commercial Real Estate CRE Corporate Real Estate CRE Commission for Racial Equality (Scotland) CRE CCD (Charge Coupled Device) and Readout Electronics CRE Camp Response Element ), announced today that it was commencing litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. in the Delaware Delaware, state, United States Delaware (dĕl`əwâr, –wər), one of the Middle Atlantic states of the United States, the country's second smallest state (after Rhode Island). Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England. The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century . to prevent Printcafe Software, Inc. (NASDAQ:PCAF PCAF P300/CBP-Associated Factor ), from pursuing unusual and draconian dra·co·ni·an adj. Exceedingly harsh; very severe: a draconian legal code; draconian budget cuts. [After Draco. defensive tactics that harm all of Printcafe's stockholders. Amos Michelson, Creo chief executive, said, "We regret the necessity of commencing litigation. However, Printcafe not only has misled mis·led v. Past tense and past participle of mislead. Creo and refused to talk to Creo about its acquisition proposal, but has resorted to an array of defensive tactics, including the adoption of a poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. that unlawfully purports to prohibit pro·hib·it tr.v. pro·hib·it·ed, pro·hib·it·ing, pro·hib·its 1. To forbid by authority: Smoking is prohibited in most theaters. See Synonyms at forbid. 2. Creo from purchasing shares of Printcafe stock pursuant to a binding and unconditional HEIR, UNCONDITIONAL. A term used in the civil law, adopted by the Civil Code of Louisiana. Unconditional heirs are those who inherit without any reservation, or without making an inventory, whether their acceptance be express or tacit. Civ. Code of Lo. art. 878. UNCONDITIONAL. agreement that Printcafe has known about for weeks. Additionally, Printcafe has granted Electronics for Imaging, Inc. ('EFI') (NASDAQ:EFII EFII Electronics for Imaging Inc (Foster City, CA) ), an option to purchase shares of Printcafe stock and the right to put these shares to Printcafe at the same price. Printcafe has also given EFI See UEFI. EFI - Extensible Firmware Interface a substantial "break-up" fee and agreed not to talk to all parties interested in acquiring Printcafe despite the fact that EFI has submitted nothing more than a preliminary, non-binding and conditional proposal to acquire Printcafe. We believe that these actions are unwarranted and illegal and contrary to the best interests of Printcafe's stockholders, customers and employees." Creo also announced that Mr. Michelson, Creo chief executive, today sent a letter to Marc Olin, chairman, president and chief executive officer of Printcafe. The full text of the letter follows:
February 19, 2003
Mr. Marc Olin
Chairman, President and Chief Executive Officer
Printcafe Software, Inc.
Forty 24th Street
Pittsburgh, PA 15222
Dear Marc:
I am deeply disappointed by your and Printcafe's Special Committee's
recent actions in response to Creo's proposal to acquire all of
Printcafe's outstanding shares. On January 22, we proposed to
acquire Printcafe in a transaction that at the time offered an 11%
premium over Printcafe's closing price. In addition, we specifically
stated in our proposal that we would be "prepared to meet with you
and your advisors at any time to negotiate price and any other terms
in (our) offer as part of your process of considering strategic
alternatives." (emphasis added).
At the same time as our proposal, we announced that we had increased
our beneficial ownership of Printcafe common stock from
approximately 30% to approximately 54.5% as a result of arms-length
transactions with two large, sophisticated Printcafe stockholders.
Subsequent to our initial proposal, Electronics for Imaging, Inc.
("EFI") announced on January 23, 2003 a preliminary, non-binding
offer to acquire Printcafe. Your Board of Directors established the
Special Committee to consider offers for Printcafe and explore other
strategic alternatives. In your press release announcing the
formation of the Special Committee, you stated that the committee
would "evaluate and fully consider the offer from EFI, along with an
offer previously received from Creo."
As Printcafe's largest stockholder, we believed your representations
to us and looked forward to having the chance to further discuss our
proposal with you. In the days between January 23 and your
announcements on February 13, we continually reaffirmed to Printcafe
our interest in discussing our proposal and Printcafe and its
advisors continually reassured us that we would have an opportunity
to participate in a fair and open bidding process.
As a result, shortly after being again reassured by your advisors
that we would have an opportunity to conduct due diligence and
discuss our proposal with Printcafe, we were astonished to learn
through news reports on February 13, 2003 of Printcafe's unwarranted
and unprecedented actions, including:
-- Adopting a poison pill that unlawfully purports to prohibit us
from owning Printcafe shares that we are unconditionally committed
to buy from a third party pursuant to a contract that you and the
Special Committee have known about for several weeks.
-- Granting an option to EFI (a party who we believe has only
submitted a non-binding, conditional offer to acquire Printcafe)
to acquire 19.9% of Printcafe and subsequently re-sell such shares
to Printcafe at the same price. This option accomplishes no
legitimate business purpose.
-- Agreeing with EFI, among other things, that Printcafe will not
talk to all parties interested in acquiring Printcafe. This
agreement eliminates the ability of the Special Committee to
conduct a fair sale process and investigate all strategic
alternatives for Printcafe.
-- Agreeing to give EFI a "break-up" fee of over $500,000 despite the
fact that EFI has submitted only a preliminary, non-binding,
conditional proposal to acquire Printcafe.
We do not understand why you and the Special Committee have taken
these hostile, preclusive and expensive actions without making any
effort whatsoever to discuss our proposal, accept our invitation to
negotiate the terms of our offer, afford us the opportunity to
conduct due diligence, or explore other alternatives with us. We
were especially surprised that such drastic and hasty measures were
taken while your advisors were affirmatively telling us that the
Special Committee was implementing a process to explore all of
Printcafe's alternatives and intended to include us in that process.
A management team and Special Committee dedicated to fulfilling
their fiduciary duties to all stockholders would have taken more
time and care to pursue all alternatives in order to properly
determine what course of action was in the best interests of
Printcafe and its stockholders.
We regret that the course of action you and the Special Committee
unilaterally have decided upon would cause irreparable harm to Creo
and deprive all of Printcafe's stockholders of the opportunity to
realize full value for their Printcafe shares. We must therefore ask
the Chancery Court in Delaware to protect the rights of all
Printcafe stockholders and preserve what is left of Printcafe's
value for the benefit of all Printcafe stockholders.
Finally, I want to reiterate that we continue to be prepared to
negotiate all of the terms of our proposal to acquire Printcafe and
are confident that our final offer will be fully competitive with
all of Printcafe's other bona fide strategic alternatives.
Sincerely,
Amos Michelson
Chief Executive Officer of Creo Inc.
cc: Members of the Special Committee of Printcafe Software, Inc.
Charles Billerbeck
Victor Cohn
Thomas Gill
About Creo Creo is a world leader in solutions for the graphic arts graphic arts: see aquatint; drawing; drypoint; engraving; etching; illustration; linoleum block printing; lithography; mezzotint; niello; pastel; poster; silk-screen printing; silhouette; silverpoint; sketch; stencil; woodcut and wood engraving. industry. Core product lines include image capture systems; inkjet proofers; thermal imaging devices for films, plates and proofs; professional color and copydot scanning systems; and workflow The automatic routing of documents to the users responsible for working on them. Workflow is concerned with providing the information required to support each step of the business cycle. management software. Creo is also an Original Equipment Manufacture supplier of on-press imaging technology, components for digital presses, and color servers for high-speed, print-on-demand digital printers. Creo trades under the symbols CREO on NASDAQ and CRE on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . www.creo.com (C) 2003 Creo Inc. The Creo product names mentioned in this document are trademarks or service marks of Creo Inc. and may be registered in certain jurisdictions. Other company and brand, product and service names are for identification purposes only and may be trademarks or registered trademarks of their respective holders. Data is subject to change without notice. This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include the following: (1) technological changes or changes in the competitive environment may adversely affect the products, market share, revenues or margins of the business; (2) changes in general economic, financial or business conditions may adversely affect the business or the markets in which it operates; and (3) new markets and product introductions do not proceed as planned and may adversely affect future revenues. These risks and uncertainties as well as other important risks and uncertainties are described under the caption "Information Regarding Forward-looking Statements" and elsewhere in our Annual Report for the fiscal year ended September 30, 2002, as filed with the U.S. Securities and Exchange Commission and which are incorporated herein by reference. We do not assume any obligation to update the forward-looking information contained in this press release. |
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