Bencis to take Xeikon private

Ellie Pullen
08 November 2013

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Bencis Capital Partners has made a mandatory public offer to acquire all issued shares of Xeikon for €5.85 per share, giving the company an enterprise value of €168m.

Bencis is carrying the takeover offer via the holding company XBHC, in which Gimv holds an indirect 20% stake via its Gimv-XL fund. Members of Xeikon's senior management team collectively own an approximate 2.6% stake in the XBHC holding company.

In July, Bencis and Gimv acquired a 65.68% stake in Xeikon for €110.31m, equivalent to 18.86 million shares sold at a price of €5.85 each. However, last month Xeikon bought back 1.5 million of its shares from XBHC plus 3.8 million shares from free float shareholders.

This means that XBHC currently holds a 60.44% stake in the company, or 85.8% of all issued shares in Xeikon that are not held by the company itself. Xeikon currently holds 8.5 million of its own shares, equivalent to a 29.53% stake.

The shares in Xeikon not currently owned by XBHC amount to 11.36 million, which means an offer price of €66.45m to take complete control of the company at the purchase price of €5.85 per unit.

The offer price gives the company an enterprise value of €168m, equivalent to 28.7 million shares at €5.85 each, or roughly 5x Xeikon's EBITDA in 2012 and 8x its EBIT in the same year.

Equity funding provided for the takeover will account for 47.8% of the total funding required to finance the offer, which equates to an equity ticket of around €31.76m.

Bencis has secured both mezzanine and senior debt facilities for the transaction. The mezzanine debt was arranged by Capital@rent and made available by several Belgian entities, namely PMV, Capital@rent, Gimv-XL and family offices.

Mezzanine debt will account for 10.5% of the total funding required for the transaction, and senior debt will make up the balance (approximately 41.7%). The senior debt facility for the transaction was arranged and provided by ING Belgium, KBC Bank, NIBC Bank and Belfius Bank.

Bencis is invested in XBHC through its Bencis Buyout Fund IV vehicle, which held its final close on €408m in November 2011, according to unquote" data.

Founded in 1988, Xeikon is headquartered in Eede, in the Netherlands, with additional offices in Belgium and the US. The company employs 391 staff and floated on the Euronext Amsterdam in July 2007 under its former name, Punch Graphix, which was changed to Xeikon in November 2011.

Xeikon generated revenues of €132.8m in 2012, as well as an EBITDA of €32m and an EBIT of €20.2m.

The company provides imaging and printing solutions for the graphics industry. It primarily develops, produces, markets and sells digital colour printing systems and related consumables for the short-run colour printing market. Xeikon operates under two business lines: Digital Printing Solutions and Prepress Solutions.

Xeikon's CEO, Frank Deschuytere, resigned in September and has been replaced by Wim Maes. Bencis partner Benoit Graulich and Gimv partner Tom Van de Voorde both sit on the company's supervisory board.