M&A - MATTHEWS INTERNATIONAL CORP

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000006329625000052

Filing Summary: On April 15, 2025, Matthews International Corporation issued a press release announcing the clearance of all remaining foreign anti-trust and competition authority regulatory requirements related to the Company's proposed sale of its interest in SGK Brand Solutions. This marks a significant step forward in the acquisition process, indicating progress in regulatory approvals necessary for the transaction. A copy of the press release was attached as Exhibit 99.1 to the filing.

Form Type: S-3ASR

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525051956

Filing Summary: Matthews International Corporation has filed a registration statement under Form S-3 to offer and sell up to 3,000,000 shares of its Class A Common Stock. This filing is part of a shelf registration process allowing the company to sell these shares from time to time after the effective date. The offering is related to a potential acquisition where Matthews will sell its interests in the SGK Brand Solutions business to a newly formed entity created by Southern Graphics, Inc. for a total of $250,000 in cash plus a 40% interest in the new entity. This transaction is expected to complete in fiscal year 2025, subject to customary conditions, including regulatory approvals. The document provides information regarding the company's operations in three segments: Memorialization, Industrial Technologies, and SGK Brand Solutions, highlighting its diverse offerings and business strategies. It also discusses risks associated with investing in the common stock, regulatory matters, and the use of proceeds from the sale.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525034298

Filing Summary: On February 25, 2025, Matthews International Corporation issued a press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 related to the company's proposed sale of its interest in SGK Brand Solutions. This is a significant step in the acquisition process as the expiration of the waiting period indicates that regulatory scrutiny has concluded, allowing Matthews International to proceed with this transaction. The press release is attached as Exhibit 99.1 and is incorporated by reference.

Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525026637

Filing Summary: On February 14, 2025, Matthews International Corporation announced the sale of its remaining operating businesses within the SGK Brand Solutions segment for $50 million, as part of a broader divestiture of the SGK segment valued at $400 million. This sale includes the company’s European roto-gravure packaging and surfaces businesses. The total value anticipated for the SGK segment exceeds $600 million, and the full realization of value could exceed $700 million after the harmonization of new entities and a planned disposal of software investments. The proceeds will be utilized for debt repayment. The announcement coincides with the call for shareholders to vote at the upcoming annual meeting scheduled for February 20, 2025, where the Company's Board of Directors urges support for their nominees. Forward-looking statements caution about potential risks related to economic conditions, industry competition, and operational factors. The ongoing review of strategic alternatives indicates the company's commitment to maximize shareholder value.

Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525012762

Filing Summary: On January 27, 2025, Matthews International Corporation announced the issuance of a press release outlining strategic initiatives aimed at enhancing shareholder value. The company has successfully diversified its operations into growth markets, particularly in memorialization and industrial technologies. A key highlight is the pending sale of its SGK Brand Solutions segment, an agreement reached on January 8, 2025, to sell to a new entity formed in partnership with SGS & Co. The expected completion of this transaction is projected for mid-2025, pending regulatory approvals. The sale is anticipated to streamline Matthews' corporate structure and provide, initially, substantial cash to reduce debt. The SGK sale is valued at $350 million, with Matthews also retaining a 40% equity interest in the new entity. This strategic move follows a broader evaluation of options to optimize the company’s portfolio, which has returned approximately $490 million to shareholders since 2014. The document emphasizes the company's commitment to long-term shareholder value through continued strategic investments and governance enhancements, including the nomination of new independent directors for the upcoming annual meeting. Overall, Matthews is positioning itself for future growth at an attractive valuation, supported by a strong market response to its strategic decisions.

Form Type: DEFA14A

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525005767

Filing Summary: On January 14, 2025, Matthews International Corporation announced a significant transaction involving the sale of its SGK Brand Solutions segment to a newly formed entity created by SGS & Co. This merger combines SGS and SGK, positioning the new entity as a leader in brand experience and technology-enabled solutions. The transaction values the SGK business at approximately $900 million, reflecting a trailing twelve months EBITDA multiple of 9.0x, and is expected to yield over $50 million in annual cost synergies. Matthews will receive $350 million upfront at closing, comprising $250 million in cash, $50 million in preferred equity in the new entity, and $50 million in trade receivables. Additionally, Matthews will retain a 40% equity stake in the new company, offering potential upside. The deal is projected to close by mid-2025, pending regulatory approvals, and aims to enhance Matthews' capital structure by reducing debt significantly while allowing for value creation in the combined entity. Overall, this strategic move aims to streamline Matthews’ operations and enhance shareholder value.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003242

Filing Summary: On January 7, 2025, Matthews International Corporation entered into a Contribution Agreement with Logo Holdings II Corporation and Peninsula Parent LLC, creating a joint venture involving Matthews' SGK Brand Solutions division. Matthews will contribute all equity interests of its SGK Entities to the joint venture, acquiring 40% of the JV Common Units and JV Preferred Units. Matthews will also receive a cash payment of $250 million as part of this agreement. The joint venture will operate both the SGK Business and SGS Business, focusing on brand management and related services. The agreement includes customary representations, warranties, and covenants. Each party must meet certain conditions before the transaction can be finalized, including obtaining financing and regulatory approvals. The agreement is subject to termination if not closed by January 7, 2026, with potential extensions. Additionally, on January 8, 2025, Matthews issued a press release about the Contribution Agreement, and their definitive proxy statement for the 2025 Annual Meeting was also filed.

Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525003568

Filing Summary: On January 8, 2025, Matthews International Corporation announced that it will sell its SGK Brand Solutions to a newly formed entity established by affiliates of SGS & Co. This acquisition is significant as it combines SGS and SGK, creating a leader in brand experience and technology-enabled solutions. The transaction has an enterprise value of approximately $900 million, based on a trailing-twelve-months EBITDA multiple of 9.0x, and is expected to generate over $50 million in annual cost synergies. Matthews will receive total upfront consideration of $350 million at closing, which includes $250 million in cash, $50 million in preferred equity, and about $50 million in trade receivables. Additionally, Matthews will retain a 40% equity stake in the new entity, allowing for potential future value creation. The transaction is poised to simplify Matthews' corporate structure and reduce its debt significantly. It is expected to close by mid-2025 after obtaining necessary regulatory approvals.