Imation Closes Acquisition of TDK Brand Recording Media Business for Approximately $260 Million in Stock and Cash
Share:
OAKDALE, Minn., July 31 -- Imation Corp. (NYSE:IMN) today announced that it has completed the previously announced acquisition of the TDK brand recording media business and use of the TDK brand name for recording media products worldwide, for a combination of Imation common stock and cash.
Imation issued to TDK Corporation 6.8 million shares of Imation common stock, representing 16.6 percent of shares outstanding after issuance of the shares to TDK. Additional cash consideration and customary closing costs and advisory fees brought the total cost to Imation to approximately $260 million. Additional cash consideration of up to $70 million could be paid by Imation to TDK Corporation contingent upon future financial performance of the acquired business.
By agreement, TDK's ownership stake will not exceed 22 percent of Imation common stock on a fully diluted basis. TDK becomes the largest shareholder of Imation and, under terms of the transaction, has the right to nominate a representative to serve on the Imation Board of Directors.
Frank Russomanno, Imation President and CEO said: "The acquisition of the highly respected TDK brand for recording media accelerates our transformation to a brand and product management company as we grow our portfolio across the four pillars of storage and extend brands selectively into new categories. We are excited about adding the TDK brand recording media products to our commercial and consumer product portfolio. This financially accretive transaction builds shareholder value for Imation and the two companies have set the foundation for a long-term strategic relationship."
Highlights of the completed transaction include the following:
o Imation purchased a combination of assets and stock of TDK's recording
media business and use of the TDK brand name for current and future
recording media products including magnetic tape, optical media, flash
media and accessories.
o The TDK brand recording media business operates globally, with major
operations in Japan, Europe, the United States, and throughout the Asia
Pacific region. A total of approximately 350 TDK employees in the
recording media business have transferred to Imation and an additional
number of employees will provide transitional services for a period of
time. An integration team is assessing the future requirements for the
combined business.
o The transaction includes a Supply Agreement providing uninterrupted and
continuing supply of TDK brand products to the market. TDK will retain
R&D and manufacturing operations for recording media products including
audio, video and data storage tape, and Blu-ray optical discs. TDK will
supply TDK brand products to Imation as well as non-TDK brand products
to its other OEM customers.
o Under terms of the agreement, Imation has a long-term right to use of
the TDK brand for current and future recordable magnetic, optical,
flash media and accessory products globally. That right is revocable by
TDK after 25 years, with a one year wind down. The transaction includes
a Supply Agreement for TDK branded magnetic tape products, to include
data storage, audio and video tape cartridges.
TDK Financial and Operational Information
For the 12 month period ended December 2006, Imation estimates that TDK generated approximately $670 million in revenue associated with the business being sold to Imation. Looking forward, Imation expects to report $575 million to $600 million in revenue, post integration associated with the business being acquired due to the elimination of certain revenues associated with the TDK brand which are already captured by Imation.
Imation anticipates that the acquisition, once fully integrated, will add approximately $25 million to $30 million in annualized operating income. This estimate includes purchase price amortization expenses, as well as significant synergy benefits, including expense reductions, purchasing, and supply chain benefits. Relative to fully diluted E.P.S. once fully integrated and on the same basis described above, Imation estimates the acquisition to be slightly accretive including per share dilution from the issuance of shares to TDK prior to any share repurchase activity and the assumed loss of interest income due to cash used in the acquisition. The company had previously stated its intention to offset the dilution over time under its ongoing share repurchase authorization, including its pre-existing 10b5-1 program and other share repurchase activity.
About Imation Corp.
Imation Corp. is the only company in the world focused on the development, manufacture and supply of removable data storage products spanning the four pillars of magnetic, optical, flash and removable hard disk storage. With more than 50 years of data storage leadership beginning with the development of the world's first computer tape, Imation proudly marked its tenth anniversary as an independent company in 2006. In addition to the Imation brand, Imation Corp.'s global brand portfolio includes the Memorex brand, one of the most widely recognized names in the consumer electronics industry, famous for the slogan, "Is it live or is it Memorex?" Additional information about Imation is available at www.imation.com/ or by calling 1-888-466-3456.
Source: Imation Corp.
CONTACT: Brad Allen, Investor Relations and Corporate Communications of Imation Corp., +1-651-704-5818, bdallen@imation.com
Web site: www.imation.com/
