Esko and Artwork Systems Join Forces

GENT, Belgium—Esko and the three principal shareholders of Artwork Systems reached an agreement for Esko and Artwork Systems to combine their operations. The resulting new entity, with estimated 2007 revenues in excess of $248 million and a combined workforce of close to 1,000 professionals, consolidates the market positions of both companies in packaging and printing pre-production products and services in Europe, the Americas, and Asia Pacific.

On August 2, the three principal shareholders of Artwork Systems Group signed an agreement to sell their shares in Artwork Systems Group to Esko . The transaction enables the combination of the operations of Artwork Systems with those of Esko, a group controlled by the Danish private equity fund Axcel.

The sale relates to 13,074,483 shares in Artwork Systems Group , currently held by the respective holding companies of the founders of Artwork Systems, Guido Van der Schueren, Peter Denoo, and Bart Denoo. The shares sold represent a 76.69 percent majority stake in Artwork Systems Group . The shares are sold at a purchase price per share of $15.85, valuing Artwork Systems at about $270 million in total.

Target date for completion of the purchase of the shares is August 9, 2007. Following the acquisition of control, Esko will launch a mandatory public offer for all remaining shares and outstanding warrants of Artwork Systems Group at a price of $15.85 per share. Subsequent to the completion of the offer, after reopening if any, Esko will launch a buy-out offer, provided it has acquired 95 percent of the share capital of Artwork Systems Group.

The strategic rationale for the transaction is founded upon a better utilization of each company’s complementary strengths in the packaging and commercial printing market segments, complementary expert sales and support channels, and global customer bases.

The three founders of Artwork Systems have expressed their support for the combination as they believe that joining forces with Esko is the right solution and provides the optimal basis for securing future growth and development of Artwork Systems.

Carsten Knudsen, who is currently the CEO of Esko-Graphics A/S, will become the CEO of the combined group. Guido Van der Schueren, who is currently the chairman of the board of directors of Artwork Systems Group , will become the Chief Commercial Officer leading the new group’s integrated marketing and sales operations. Together with Carsten Knudsen, Guido Van der Schueren will form the executive management board, and both will serve as executive directors on the supervisory board of Esko. Through a partial investment by Parana, the holding company of Guido Van der Schueren, of the proceeds from the sale of its shares in Artwork Systems Group , Guido Van der Schueren will become a significant shareholder of the combined entity, next to Axcel and management members.