M&A: MATTHEWS INTERNATIONAL CORP

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003242

Comments: 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.

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Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525003568

Comments: 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.

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