Workflow Management, Inc. and Enterprise Acquisition Corp. Announce an All Stock Merger Valued at Approximately $670 Million
25 Agosto 2008 - 4:49PM
Business Wire
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.
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