Global Graphics PLC (Euronext: GLOG) announces today that it has entered into a binding conditional agreement with Congra Software S.à r.l. (“Congra”) for the proposed acquisition of the entire issued share capital of HYBRID Software Group S.à r.l. (“HYBRID Software”) from Congra.
HYBRID Software is a group of software development and marketing companies focused on enterprise software for the graphic arts industry, with a strong focus on labels and packaging. HYBRID Software is registered in Luxembourg and has subsidiaries in Belgium, Germany, Italy, France and the USA.
HYBRID Software’s two main product lines, CLOUDFLOW and PACKZ, offer a unique set of advantages that include native PDF workflow and editing, variable data linking and imposition, vendor-independent solutions based on industry standards, scalable technology and low total cost of ownership. These products are used by more than 1,000 customers worldwide in all areas of pre-press and printing, including labels and packaging, folding cartons, corrugated, and wide format.
Guido Van der Schueren, Chairman of Global Graphics PLC, explains the rationale behind the proposed acquisition. “Combining Global Graphics and HYBRID Software will create the foremost enterprise software supplier for digital printing, as well as for traditional label and packaging market segments and I’m proud to announce it to the industry. The DNA of both companies is similar – customer-focused innovation in graphic arts and industrial inkjet – and there’s a strong existing relationship and a great fit between HYBRID Software and the Global Graphics companies: Global Graphics Software, Meteor Inkjet, and Xitron.
“The combined company will total more than 250 dedicated employees with a wealth of experience in software and hardware development, but our mission will remain unchanged: developing innovative solutions for both end users and OEM suppliers. HYBRID Software has also established a successful recurring revenue model based on SaaS and subscription licensing, something that Global Graphics’ customers are asking for as well. I look forward to concluding the transaction at the beginning of 2021 and to a very bright future for the new company.”
Mike Rottenborn, Global Graphics’ CEO, adds: “This proposed acquisition is strategically important for our future growth. With HYBRID Software on board, Global Graphics will be able to offer premium products like packaging editors and production workflow solutions to end-users, in addition to continuing our focus on innovative solutions for our OEM partners. While Global Graphics already supplies technology to the labels and packaging market, we will be able to increase our focus on packaging with the acquisition; the labels and packaging segment is the fastest growing in the printing industry and an area in which HYBRID Software has specialized knowledge. It also has feet on the ground across Europe, Asia, and the Americas to facilitate OEM and end-user sales. And we recognize that the way in which we do business would benefit by introducing new models, including SaaS and subscriptions. These are business models that our existing customers have requested and that HYBRID Software offers to its customer base. Their expertise in this area will be valuable to us as we roll out these new initiatives across Global Graphics.”
Consideration for the acquisition is EUR 80 million which will be satisfied in full by issuing 21,074,030 Global Graphics shares to Congra (the “Consideration Shares”). The number of Consideration Shares to be issued to Congra has been calculated based on the volume-weighted average of the closing price per Global Graphics share for each of the last 30 trading days prior to the date of signing the conditional agreement, and represents an implied price per Consideration Share of EUR 3.80. Assuming successful completion of the acquisition and following the issue of the Consideration Shares to Congra, Congra’s aggregate shareholding in Global Graphics will amount to 82.16 per cent of the enlarged issued share capital of Global Graphics (excluding shares held in treasury). The acquisition remains conditional upon, amongst other customary conditions, the passing of a shareholder resolution at a forthcoming general meeting of Global Graphics to be held on 8 January 2021.