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Quotes & Info
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| IKN > SEC Filings for IKN > Form 8-K on 14-Oct-2008 | All Recent SEC Filings |
14-Oct-2008
Other Events
ISS Recommendation
On October 9, 2008 ISS Governance Services' US Proxy Advisory Services
published a report recommending that IKON's shareholders should vote for
adoption of the merger agreement (the "Merger Agreement") among IKON and Ricoh
Company, Ltd. and Keystone Acquisition, Inc. at IKON's previously announced
special meeting (the "Special Meeting") to be held on October 31, 2008.
Additional Disclosure
IKON is providing certain additional disclosures to shareholders as follows:
The table below sets forth certain summary financial information prepared by
Goldman, Sachs & Co., our financial advisor, for selected transactions in the
office equipment and document services industry and provided by Goldman Sachs to
the IKON board of directors in connection with its approval of the Merger
Agreement.
Approximate Value LTM LTM
Year Acquiror Target (in millions) Sales EBITDA
2008 Konica Minolta Danka Office Imaging Company $ 240 0.55x NM
2007 Xerox Global Imaging $ 1,722 1.60x 12.2x
2006 Ricoh Danka UK PLC $ 210 0.40x ~10.5x
2006 Deutsche Post Williams Lea $ 443 0.57x 10.1
2005 Oce NV Imagistics International $ 754 1.30x 6.8x
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Except for Goldman Sachs' engagement to act as financial advisor to IKON with
respect to the transaction and to assist it in preparing for shareholder
activism, as of the date hereof, the investment banking division of Goldman
Sachs is not currently engaged to perform investment banking or other financial
services for IKON, Ricoh or their respective affiliates.
Projected Financial Information
IKON does not as a matter of course make public projections as to future
performance, earnings or other results beyond the current fiscal year due to the
unpredictability of the underlying assumptions and estimates. However, IKON
provided certain non-public financial information to Goldman Sachs in its
capacity as IKON's financial advisor in connection with the Merger Agreement,
including projections by management of IKON's financial performance for years
2008 through 2011. These projections were in turn used by Goldman Sachs in
performing the discounted cash flow analysis described on page 19 and the
present value of future share price analysis on pages 20 and 21 of IKON's Proxy
Statement for the Special Meeting. A summary of these projections is set forth
below. The prospective financial information was prepared by, and is the
responsibility of, IKON's management. This projected financial information was
not prepared with a view toward public disclosure and, accordingly, does not
necessarily comply with published guidelines of the SEC, the guidelines
established by the American Institute of Certified Public Accountants for
preparation and presentation of financial
forecasts, or generally accepted accounting principles. PricewaterhouseCoopers
LLP, IKON's outside auditors, have not examined, compiled, or performed any
procedures with respect to this prospective financial information and do not
express an opinion or any other form of assurance with respect thereto. The
summary of these projections is not being disclosed to influence an IKON
shareholder's decision whether to vote in favor of the proposal to approve the
Merger Agreement, but because the projections represent an assessment by IKON's
management of the future cash flows that were used in Goldman Sachs' financial
analysis and on which the Board of Directors relied in making its recommendation
to IKON's shareholders that they vote in favor of approval of the Merger
Agreement.
There can be no assurance that the projections will be realized, and actual
results may vary materially from those shown. The assumptions upon which the
projected financial information was based necessarily involve judgments with
respect to, among other things, future economic and competitive conditions and
financial market conditions, which are difficult to predict accurately and many
of which are beyond IKON's control. Important factors that may affect actual
results and result in the projected results not being achieved include, but are
not limited to, the risks described in IKON's most recent annual and quarterly
reports filed with the SEC on Forms 10-K and 10-Q, respectively, and in the
Proxy Statement under the heading "Cautionary Statement Regarding
Forward-Looking Statements" on page 8.
The disclosure of the projections should not be regarded as an indication
that IKON or any of its affiliates, advisors or representatives considered or
consider the projections to be predictive of actual future events, and the
projections should not be relied upon as such. None of IKON or any of its
affiliates, advisors, officers, directors or representatives can give any
assurance that actual results will not differ from these projections, and none
of them undertakes any obligation to update or otherwise revise or reconcile the
projections to reflect circumstances existing after the date such projections
were generated or to reflect the occurrence of future events even in the event
that any or all of the assumptions underlying the projections are shown to be in
error. IKON does not intend to make publicly available any update or other
revision to the projections, except as required by law. None of IKON or any of
its affiliates, advisors, officers, directors or representatives has made or
makes any representation to any shareholder or other person regarding the
ultimate performance of IKON compared to the information contained in the
projections or that forecasted results will be achieved. IKON has made no
representation to Ricoh, in the merger agreement or otherwise, concerning the
projections.
IKON shareholders are cautioned not to place undue reliance on the projected
financial information provided below.
PROJECTED FINANCIAL INFORMATION
IKON Summary of Financial Projections
(in millions)
2008E 2009E 2010E 2011E
Total Revenue $ 4,155 $ 4,185 $ 4,214 $ 4,257
Operating Income $ 203 (1) $ 220 $ 234 $ 254
EBITDA $ 294 $ 297 $ 307 $ 322
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(1) In performing the discounted cash flow analysis, the figure for 2008E that was used was $209 million, which excludes certain items for restructuring or asset impairment and gains on divestitures that amounted to a $5.8 million reduction. There were no such adjustments for 2009E to 2011E or for performing the future share price analysis.
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