Creo and Scitex Create a Leader in Worldwide Digital Prepress.Business/Technology Editors VANCOUVER, Canada and HERZLIA, Israel--(BUSINESS WIRE)--Jan. 18, 2000 Creo Products 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; TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :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 ) (`Creo') and Scitex Corporation Ltd. (NASDAQ:SCIX) (`Scitex') announced today that they have entered into an agreement to combine their prepress businesses in the worldwide market for digital prepress equipment. The combined entity will capitalise on strong synergies in technology, products, service and distribution to create a leading provider of worldwide digital prepress solutions. Under the terms of the agreement, Creo will acquire the assets of Scitex's digital preprint pre·print n. Something printed and often distributed in partial or preliminary form in advance of official publication: a preprint of a scientific article. tr.v. business in exchange for 13.25 million Creo shares valued at some US$537 million, based on the closing price on January 14, 2000. Upon completion of the transaction, Scitex will become a major shareholder in Creo with about 27% of the outstanding shares (fully diluted). The new 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. group - tentatively named Creo/Scitex - will combine the prepress operations of Scitex and Creo. It will operate as a division of Creo Products Inc., which will continue to trade under the name Creo (NASDAQ: CREO and TSE: CRE). In a separate press release issued today by Scitex Corporation Ltd., the company stated that in addition to its agreement with Creo, Scitex intends to increase its focus on digital printing and opportunities in Internet-related technologies in the imaging and media sectors. The existing Scitex businesses in these areas include Scitex Digital Printing (SDP (Session Description Protocol) An IETF protocol that defines a text-based message format for describing a multimedia session. Data such as version number, contact information, broadcast times and audio and video encoding types are included in the message. ), Scitex Wide Format Printing, 50% of Karat karat A measure of the purity of gold. Pure gold is indicated by the label 24 karat. See also fineness. Digital Press, 50% of Vio Worldwide Limited, and 18% of Aprion Digital Ltd. Scitex Corporation Ltd. will continue to trade under the name Scitex (NASDAQ: SCIX). Management of Creo Products Inc. will include representation from both companies. Raffi Amit, Chair of the Board of Creo Products Inc., and Yoav Z. Chelouche, President and Chief Executive Officer of Scitex Corporation Ltd., are to be Co-Chairs of the Board of Creo Products Inc. Amos Michelson, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Creo Products Inc., and Dan Gelbart, Corporate President of Creo Products Inc., will continue in their roles. Rimon Ben-Shaoul, Chairman of the Board of Scitex Corporation Ltd., and Yoav Chelouche will join seven Creo directors on the board of Creo Products Inc. "We are extremely excited about this development," said Amos Michelson. "Customers around the world will benefit from the product strengths of both companies. The combined R&D infrastructure will allow the new organization to rapidly develop innovative products and deliver maximum value to our customers. We will be in an excellent position at the forefront of digital technology in our fast-evolving industry." Yoav Chelouche commented: "This move combines the industry's most recognized names and the best human talent with the widest portfolio of leading products and technologies, thereby enabling the new operation to offer enhanced delivery systems and technical support to its customers. We expect that this initiative will deliver significant value and benefit to the shareholders of both companies." The new organization will operate in the digital prepress market, providing both the current Creo and Scitex product lines, including computer-to-plate and computer-to-film devices, digital front-end and variable information workflow solutions, inkjet and digital halftone In printing, the simulation of a continuous-tone image (shaded drawing, photograph) with dots. All printing processes, except for Cycolor, print dots. In photographically generated halftones, a camera shoots the image through a halftone screen, creating smaller dots for lighter areas and proofing solutions, professional scanners, digital cameras, and imaging heads for digital offset applications. The combined operation Noun 1. combined operation - a military operation carried out cooperatively by two or more allied nations or a military operation carried out by coordination of sea, land, and air forces will include all the prepress operations, products, and services of Creo and Scitex, and will continue to support all existing products for the foreseeable future. The Brisque(TM) and Prinergy(TM) workflow management systems will offer open connectivity to the output devices of both parties. Creo corporate headquarters will remain in Vancouver, Canada. The global operations Global Operations is a first-person shooter computer game developed by Barking Dog Studios and published by both Crave Entertainment and Electronic Arts. It was released in March of 2002, following its public multiplayer beta version which contained only the Quebec map. of Creo/Scitex will be managed from Vancouver and Herzlia, Israel. Distribution and support centers will be located in the U.S., Europe, Japan and Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. . Three R&D and manufacturing sites will operate in Vancouver, Canada; Herzlia, Israel; and Bedford, Massachusetts Bedford is a town in Middlesex County, Massachusetts, United States. It is within the Greater Boston area, some 15 miles north-west of the city of Boston. The population of Bedford was 12,595 at the 2000 census. , in addition to the manufacturing and R&D facilities of Creo's joint-venture partner Heidelberger Druckmaschinen AG in Kiel, Germany. For the four quarters ending September 30, 1999, the combined digital prepress activities of Creo and Scitex generated revenues of approximately US$635 million and operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. of about US$60 million. The new organization is expected to bring together approximately 4,200 employees worldwide, of which 1,200 are in Israel, 1,250 in Canada and 1,750 in operations in the USA, Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. , Europe, Asia/Pacific, Japan, the Middle East and Africa. The transaction will be accounted for by Creo as a purchase and is expected to be accretive to Creo's earnings per share before goodwill in the year of closing. Closing of the transaction is subject to regulatory approvals and the approval of Creo's shareholders at a meeting to be held on March 30, 2000. Upon completion of the transaction, Scitex will enter into a five-year standstill agreement Standstill agreement Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm. standstill agreement which, amongst other things, includes restrictions on acquiring additional Creo shares, as well as customary transfer, voting and other restrictions. Notes Based in Vancouver, Canada, Creo Products Inc. is a world-leading supplier of computer-to-plate (CTP CTP (cytidine triphosphate): see cytosine. (1) (Computer-To-Plate) The production of printing plates directly from the computer without requiring film as an intermediate step. ) systems. The company offers a complete family of digital prepress solutions, including thermal imaging devices, copydot scanning systems, and workflow management software. Creo's innovation, technical excellence, and employee commitment are focused exclusively on providing digital prepress solutions to the graphic arts and printing industries. For additional information, please visit the Creo web site at www.creo.com. Scitex Corporation Ltd., a world leader in digital imaging solutions for graphics communications, designs, develops, manufactures, markets, and supports products, systems, and devices primarily for the digital preprint and digital printing markets. Digital preprint includes image capture, output, proofing, and telecommunications solutions. Digital printing includes Scitex Digital Printing's very high-speed inkjet printers to variable long-run printing, wide-format inkjet printers, Karat's digital offset presses, and the company's print-on-demand digital front ends. A worldwide network of direct sales and service offices, dealers, resellers, and OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and partners provide global sales and customer support. For more information, please visit the Company's web site at www.scitex.com. This release contains forward-looking statements 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, including statements with respect to the anticipated cost savings, synergies, and other benefits of the transaction. 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) expected cost-savings and synergies from the transaction cannot be fully realized or take significantly longer to realize than expected; (2) revenues from the acquired operations are lower than expected or customer attrition and business disruption following the closing are greater than expected; (3) the integration of the acquired operations into Creo are more difficult, time-consuming, or expensive than anticipated, or the attrition rate of key employees of the acquired operations is greater than expected; (4) technological changes or changes in the competitive environment adversely affect Creo's products, market share, revenues or margins; or (5) changes in general economic, financial, or business conditions adversely affect Creo and the markets in which it operates. Scitex and the Scitex logo are registered trademarks and service marks of Scitex Corporation Ltd. and Scitex Europe S.A. Karat is a trademark of Karat Digital Press B.V., and may be registered in certain jurisdictions. Vio is a trademark and service mark of Vio Worldwide Limited and is registered in certain jurisdictions. Creo and the Creo logo are registered trademarks of Creo Products Inc. |
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