Creo Increases Offer for Printcafe to US$3.00 per share.Business Editors/High-Tech Writers VANCOUVER, British Columbia--(BUSINESS WIRE)--Feb. 21, 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 has made a formal offer to the Special Committee of the Board of Printcafe Software, Inc. (NASDAQ: PCAF PCAF P300/CBP-Associated Factor ) to acquire all of the outstanding Printcafe common shares not owned by Creo at a purchase price of US$3.00 per share. "We believe that our proposal offers superior value to the Printcafe stockholders," stated Amos Michelson, Creo chief executive officer. "We stand ready to discuss this proposal with the Special Committee at any time." The text of the letter to the Special Committee follows: February 21, 2003 Special Committee of the Board of Directors Printcafe Software, Inc. Forty 24th Street Pittsburgh, Pennsylvania 15222 Gentlemen: We are writing to propose that Creo Inc. ("Creo") acquire all of the outstanding shares of common stock of Printcafe Software, Inc. ("Printcafe") not owned by Creo through a negotiated transaction in which Printcafe stockholders would receive consideration having a value of US$3.00 for each outstanding share of Printcafe. The consideration would be payable in Creo common shares based on the average trading price Trading price The price at which a security is currently selling. of Creo shares for a period prior to the closing and also be subject to an appropriate collar. We believe our proposed transaction is in the best interests of the stockholders of Printcafe, who would receive a substantial premium to the consideration being offered by Electronics for Imaging, Inc. ("EFI See UEFI. EFI - Extensible Firmware Interface "). We also believe that the existing business relationships and complementary aspects of our two companies would mean the best possible result for the stockholders, customers and employees of Printcafe. Under your letter agreement dated February 13, 2003 with EFI, we believe that our offer, which represents a 15% premium over EFI's offer of $2.60 per share, constitutes a Takeover Proposal that is reasonably likely to lead to a Superior Proposal (as such terms are defined in that letter agreement). This allows you to immediately engage in discussions with us in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with your fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary legal duty - acts which the law requires be done or forborne to all Printcafe stockholders. As always, we are prepared to meet with you or your representatives at your earliest convenience to discuss our offer and begin negotiations of definitive documentation. This proposal is subject to, among other things, Creo's satisfaction with the negotiation and terms of a definitive acquisition agreement and the approval of Creo's Board of Directors, which we are prepared to seek very promptly. Our offer also must remain subject to your not entering into a definitive merger or similar agreement with EFI or any other third party and our satisfactory review of all materials and information that have been provided to EFI and any other bidders. We are prepared to move as quickly as possible in order to reach agreement and close the transaction at the earliest possible date. We are confident that a definitive agreement can be signed expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex . Our offer will remain open until 5:00 p.m. Pacific standard time on February 28, 2003 and will expire at that time if we have not entered into a definitive acquisition agreement with you. Very truly yours, CREO INC. 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 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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