Perseus has agreed to sell its stake in Workflow Management Inc. to blank check acquisition company Enterprise Acquisition Corp. (AMEX: EST), as part of a $669 million merger agreement. Perseus will retain an ownership position. Workflow Management provides print and promotional products and fulfillment solutions in North America.
Workflow Management, Inc. (“Workflow”), one of the nation's leading providers of managed print and promotional product services, and Enterprise Acquisition Corp. (“Enterprise”) (AMEX: EST) today announced that WF Capital Holdings Inc., the parent of Workflow, and Enterprise have signed a definitive merger agreement for $669 million. In addition, Workflow also has signed agreements to acquire additional businesses in the marketing services and promotional products industry, which may be completed prior to the closing of the merger with Enterprise. The current management of Workflow will remain in place to run the combined company after the merger. Workflow's initial and largest shareholder, Perseus LLC, will stay invested in a significant part in the transaction.
Commenting on the proposed merger, Workflow's Chief Executive Officer and Chairman Greg C. Mosher said, “Workflow's ongoing success over the years has been the result of technologically advanced responses to emerging needs in promotional products, print and printed product distribution. At the core of this success is our unique Dual Network Advantage (DNA), which integrates the strengths of our Service Network with the efficiencies of our internal Manufacturing Network. These two networks link our clients with proprietary, industry-leading technology that streamlines every link in their supply chain from bidding and procurement through production and delivery. We believe this technology eliminates inefficiencies, enables collaboration, and connects clients with the manufacturing and service networks. By aggregating our clients' spend, generating new efficiencies, and managing their solutions from end to end, we're creating substantial savings that go straight to the client's bottom line.”
Mr. Mosher continued, “This merger will further broaden Workflow's financial capacity to expand its geographic reach to Asia/Pacific and Europe, which we intend to achieve through both organic growth and acquisitions, while continuing to remain in the forefront of industry developments.”
In his comments, Enterprise's President and CEO Daniel C. Staton said, “Through its long and impressive history, Workflow's management team has developed the company into one of the leading providers of print, promotional products and fulfillment solutions in the nation. Greg Mosher has overseen the development of several highly successful companies over the past 30 years, many of which have FORTUNE 100 companies as clients. Greg is surrounded by seasoned industry veterans, many of whom have served in senior roles in some of the nation's largest printing, manufacturing and marketing corporations. Through their combined expertise, Workflow has developed a dynamic end-to-end business platform from which clients achieve material cost efficiencies, while receiving the highest quality product.”
Consummation of the merger is conditioned on the Enterprise stockholders approving the merger, with the holders of fewer than 30 percent of the shares of Enterprise common stock voting against the merger and exercising their right to convert their shares into a pro-rata portion of Enterprise's trust fund prior to the anticipated completion of the merger. Assuming the closing conditions are met, Enterprise anticipates completing the transaction in the fourth quarter of 2008 or early in the first quarter of 2009.
About Workflow Management, Inc.
Workflow Management, Inc. (www.workflowone.com) is a leading provider of managed print and promotional products and fulfillment solutions in North America. Workflow's proprietary WorkflowOneAccess online portal connects clients to its internal manufacturing and distribution network and its extensive supplier network, which enables them to manage the design, procurement, purchasing, warehousing, fulfillment and delivery of their print and promotional products. Workflow currently employs more the 3,300 people across the United States in its three divisions: WorkflowOne, Freedom Graphics Services and United Envelope. Its base of over 24,000 clients includes leading participants in the manufacturing, healthcare, financial services, not-for-profit, and sports and leisure industries.
About Enterprise Acquisition Corp.
Located in Boca Raton, Fla., Enterprise Acquisition Corp. (www.enterpriseacq.com) is a blank check company formed for the purpose of acquiring companies, through a merger, capital stock exchange asset acquisition or other similar business combination with one or more operating businesses. The prospective target is not limited to a particular industry.
Additional Information About the Transaction
Enterprise will file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the proposed merger. Enterprise stockholders and other interested persons are urged to read the proxy statement and other relevant materials when they become available, as they will contain important information about Enterprise, Workflow and the proposed merger. Investors and stockholders will be able to obtain the proxy statement and other Enterprise documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Enterprise and certain of its directors and officers, and Workflow and certain of its directors and officers, may be deemed to be participants in the solicitation of proxies from the holders of Enterprise stock in respect of the proposed merger. The names of Enterprise's directors and executive officers and a description of their interests in Enterprise is set forth in Enterprise's Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on March 27, 2008. Enterprise investors and stockholders can obtain more detailed information regarding the direct and indirect interests of Enterprise's and Workflow's directors and officers in the proposed merger by reading the proxy statement when it becomes available.