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technotrans and Baldwin Execute Letter of Intent for Acquisition of Baldwin at $2.50 Per Share in Cash.


Business Editors

SASSENBERG, Germany & SHELTON, Conn.--(BUSINESS WIRE)--Dec. 12, 2003

technotrans and Baldwin plan to build world leading

supplier to the printing industry

Combined entity would have broader product offering and

larger global market footprint

A transatlantic merger to build a world-wide leading supplier to the printing industry: technotrans AG (Deutsche Borse: TTR TTR Transthyretin
TTR Ticket To Ride (World Snowboard Tour)
TTR Transformer Turns Ratio (electric power transmission and distribution)
TTR Time To Repair
TTR Time to Read
; ISIN Isin (ĭs`ĭn), capital of an ancient Semitic kingdom of N Babylonia. The city became important after the third dynasty of Ur fell to the Elamites and the Amorites (c.2025 B.C.). The phase from c.2025–c.1763 B.C.  DE0007449001) and Baldwin Technology Company, Inc. (AMEX AMEX

See: American Stock Exchange
: BLD BLD Build
BLD Blood
BLD Blade
BLD Blonde
BLD Breakfast Lunch Dinner
BLD Bukas-Loob Sa Diyos (Filipino: Open In Spirit To God)
BLD BASIC Bload Graphics (File Name Extension)
BLD Below Limit of Detection
; ISIN US0582641025) today announced that they have signed a non-binding Letter of Intent (LOI LOI Letter of Indemnity (international trade and carriage business)
LOI Letter Of Intent
LOI Loss On Ignition
LOI Letter of Inquiry
LOI Lack Of Information
LOI Lack of Interest
LOI Letter of Invitation
LOI List Of Items
) whereby technotrans would acquire, through a one-step merger, all outstanding shares of Class A and Class B Common Stock of Baldwin for a price of $ 2.50 per share in cash.

Due to higher demands for efficiency from their customers, offset printing press machinery suppliers are facing increased pressure to provide comprehensive, integrated solutions. "By combining Baldwin's excellent know-how, especially in automated cleaning systems, with technotrans' successful liquid technology, both companies together could better address customer demands," stated technotrans 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.  Heinz Harling.

Baldwin Chairman and CEO Gerald A. Nathe said, "While Baldwin has a proud tradition as an independent company and as a leader in the design and manufacture of printing press accessories and controls, we have come to the conclusion that, should Baldwin and technotrans reach a definitive agreement, the proposed transaction would be in the best interest of our stockholders."

The combined entity would have an increased presence in Germany, Japan and the U.S., the world's most important markets of the graphic arts industry. Additionally, by combining their respective product offerings and sales forces, technotrans and Baldwin would broaden their customer base. The combined entity's stockholder value is expected to be enhanced through optimised use of resources.

technotrans and Baldwin have decided to announce the transaction plans in advance of the signing of a definitive agreement in order to avoid industry rumours while proceeding with the intended merger. The contemplated transaction is subject to confirmatory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , execution of definitive acquisition documentation, respective board approvals, financing by technotrans, and other requirements and contingencies typical in a transaction of this nature. The signing of a binding merger agreement is expected in January 2004.

No action is required by Baldwin stockholders at this time. Should a merger agreement be signed, Baldwin will send to its stockholders a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 informing them of any required actions.

About technotrans

technotrans is a global systems supplier and fully equips all leading makes of printing press ex works Ex Works (EXW)

A transaction in which the seller's only responsibility is to make the ordered goods available to the buyer at the seller's premises. The buyer bears the cost and risk in transporting the goods from the seller's premises to destination.
. Its core expertise of liquid technology is translated systematically into new areas of application; thus successfully expanding technotrans' product range over the last decades. technotrans is active at 13 locations, across three areas of business: Print, Micro Technologies and Services. The company employed a staff of 621 at FYE FYE For Your Entertainment
FYE First Year Experience
FYE Fiscal Year End
FYE Funding Your Education
FYE For Your Eyes (CSD-TV magazine)
FYE For Your Enjoyment
FYE Full Year Effect
FYE First Year Enrichment
FYE For Your Edification
 2002 and generated revenue of EUR EUR

In currencies, this is the abbreviation for the Euro.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 117.0m in FY 2002. technotrans AG is based in Sassenberg, Germany, and has sales and service offices around the world. Since 1998, technotrans has been listed on the German Stock Exchange in Frankfurt.

About Baldwin

Baldwin Technology Company, Inc. is a leading global manufacturer of accessories and controls for the printing and publishing industry. Baldwin supplies customer driven integrated solutions supporting market-leading automated cleaning, dampening and temperature control products and systems, suitable for installation on new or existing sheet-fed, web offset and newspaper presses. The company employed a staff of 533 at FYE 2002/2003 and generated revenue of $ 134.2m in FY 2002/2003. Established in 1918, Baldwin is headquartered in Shelton, Connecticut, USA and has sales and service offices around the world. Since 1987, Baldwin has been listed on the American Stock Exchange American Stock Exchange (AMEX)

Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921.
.

This Release contains statements that may constitute "forward-looking" information as defined in the 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 or by the Securities and Exchange Commission. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results may differ. See Exhibit 99 to Baldwin's Form 10-K Report for the year ended June 30, 2003 for factors that may impact actual results.

Baldwin plans to file a proxy statement concerning the merger with the Securities and Exchange Commission (SEC) following the signing of a definitive agreement. Baldwin stockholders are urged to read the proxy statement when it becomes available and any other relevant materials filed with the SEC because they will contain important information. Baldwin stockholders will be able to obtain free copies of these documents, when they become available, through the website maintained by the SEC at www.sec.gov. In addition, Baldwin stockholders may obtain free copies of the documents by requesting them in writing from Baldwin Technology Company, Inc., 12 Commerce Drive, Shelton, CT 06484-0941, Attention: Investor Relations.

Baldwin and its directors and officers may be deemed to be participants in the solicitation of proxies from Baldwin's stockholders in connection with the contemplated transaction. Baldwin stockholders may obtain more detailed information regarding the direct and indirect interests of participants in such solicitation by reading the proxy statement when it becomes available.

Media and analyst press conferences via telephone:

Date: Friday, December 12, 2003

Time: 10:00 Central European Time Central European Time
Noun

the standard time adopted by Western European countries one hour ahead of Greenwich Mean Time, corresponding to British Summer Time Abbrev: (CET)
 

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 12, 2003
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