UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated January 18, 2000
Creo Products Inc.
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(Name of Registrant)
3700 Gilmore Way
Burnaby, B.C.
V5G 4M1
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
82-N/A
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Creo and Scitex Create a Leader in Worldwide Digital Prepress
Vancouver, Canada and Herzlia, Israel (January 18, 2000) Creo Products Inc.
(NASDAQ: CREO; TSE: CRE) ('Creo') and Scitex Corporation Ltd. (NASDAQ: SCIX)
('Scitex') announced today that they have entered into an agreement to combine
their prepress businesses in the worldwide market for digital prepress
equipment. The combined entity will capitalise on strong synergies in
technology, products, service and distribution to create a leading provider of
worldwide digital prepress solutions.
Under the terms of the agreement, Creo will acquire the assets of Scitex's
digital preprint business in exchange for 13.25 million Creo shares valued at
some US$537 million, based on the closing price on January 14, 2000. Upon
completion of the transaction, Scitex will become a major shareholder in Creo
with about 27% of the outstanding shares (fully diluted). The new graphic
arts group tentatively named Creo/Scitex will combine the prepress
operations of Scitex and Creo. It will operate as a division of Creo Products
Inc., which will continue to trade under the name Creo (NASDAQ: CREO and TSE:
CRE).
In a separate press release issued today by Scitex Corporation Ltd., the
company stated that in addition to its agreement with Creo, Scitex intends to
increase its focus on digital printing and opportunities in Internet-related
technologies in the imaging and media sectors. The existing Scitex businesses
in these areas include Scitex Digital Printing (SDP), Scitex Wide Format
Printing, 50% of Karat Digital Press, 50% of Vio Worldwide Limited, and 18% of
Aprion Digital Ltd. Scitex Corporation Ltd. will continue to trade under the
name Scitex (NASDAQ: SCIX).
Management of Creo Products Inc. will include representation from both
companies. Raffi Amit, Chair of the Board of Creo Products Inc., and Yoav Z.
Chelouche, President and Chief Executive Officer of Scitex Corporation Ltd.,
are to be Co-Chairs of the Board of Creo Products Inc. Amos Michelson, CEO of
Creo Products Inc., and Dan Gelbart, Corporate President of Creo Products
Inc., will continue in their roles. Rimon Ben-Shaoul, Chairman of the Board
of Scitex Corporation Ltd., and Yoav Chelouche will join seven Creo directors
on the board of Creo Products Inc.
"We are extremely excited about this development," said Amos Michelson.
"Customers around the world will benefit from the product strengths of both
companies. The combined R&D infrastructure will allow the new organization to
rapidly develop innovative products and deliver maximum value to our
customers. We will be in an excellent position at the forefront of digital
technology in our fast-evolving industry."
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Yoav Chelouche commented: "This move combines the industry's most recognized
names and the best human talent with the widest portfolio of leading products
and technologies, thereby enabling the new operation to offer enhanced
delivery systems and technical support to its customers. We expect that this
initiative will deliver significant value and benefit to the shareholders of
both companies."
The new organization will operate in the digital prepress market, providing
both the current Creo and Scitex product lines, including computer-to-plate
and computer-to-film devices, digital front-end and variable information
workflow solutions, inkjet and digital halftone proofing solutions,
professional scanners, digital cameras, and imaging heads for digital offset
applications. The combined operation will include all the prepress
operations, products, and services of Creo and Scitex, and will continue to
support all existing products for the foreseeable future. The Brisque and
Prinergy workflow management systems will offer open connectivity to the
output devices of both parties.
Creo corporate headquarters will remain in Vancouver, Canada. The global
operations of Creo/Scitex will be managed from Vancouver and Herzlia, Israel.
Distribution and support centers will be located in the U.S., Europe, Japan
and Hong Kong. Three R&D and manufacturing sites will operate in Vancouver,
Canada; Herzlia, Israel; and Bedford, Massachusetts, in addition to the
manufacturing and R&D facilities of Creo's joint-venture partner Heidelberger
Druckmaschinen AG in Kiel, Germany.
For the four quarters ending September 30, 1999, the combined digital prepress
activities of Creo and Scitex generated revenues of approximately US$635
million and operating income of about US$60 million. The new organization is
expected to bring together approximately 4,200 employees worldwide, of which
1,200 are in Israel, 1,250 in Canada and 1,750 in operations in the USA, Latin
America, Europe, Asia/Pacific, Japan, the Middle East and Africa.
The transaction will be accounted for by Creo as a purchase and is expected to
be accretive to Creo's earnings per share before goodwill in the year of
closing. Closing of the transaction is subject to regulatory approvals and
the approval of Creo's shareholders at a meeting to be held on March 30, 2000.
Upon completion of the transaction, Scitex will enter into a five-year
standstill agreement which, amongst other things, includes restrictions on
acquiring additional Creo shares, as well as customary transfer, voting and
other restrictions.
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Notes
Based in Vancouver, Canada, Creo Products Inc. is a world-leading supplier of
computer-to-plate (CTP) systems. The company offers a complete family of
digital prepress solutions, including thermal imaging devices, copydot
scanning systems, and workflow management software. Creo's innovation,
technical excellence, and employee commitment are focused exclusively on
providing digital prepress solutions to the graphic arts and printing
industries. For additional information, please visit the Creo web site at
www.creo.com.
Scitex Corporation Ltd., a world leader in digital imaging solutions for
graphics communications, designs, develops, manufactures, markets, and
supports products, systems, and devices primarily for the digital preprint and
digital printing markets. Digital preprint includes image capture, output,
proofing, and telecommunications solutions. Digital printing includes Scitex
Digital Printing's very high-speed inkjet printers to variable long-run
printing, wide-format inkjet printers, Karat's digital offset presses, and the
company's print-on-demand digital front ends. A worldwide network of direct
sales and service offices, dealers, resellers, and OEM partners provide global
sales and customer support. For more information, please visit the Company's
web site at www.scitex.com.
This release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the U.S. Private Securities Litigation Reform Act
of 1995, including statements with respect to the anticipated cost savings,
synergies, and other benefits of the transaction. These statements are based
on management's current expectations and beliefs and are subject to a number
of risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These
risks and uncertainties include the following: (1) expected cost-savings and
synergies from the transaction cannot be fully realized or take significantly
longer to realize than expected; (2) revenues from the acquired operations are
lower than expected or customer attrition and business disruption following
the closing are greater than expected; (3) the integration of the acquired
operations into Creo are more difficult, time-consuming, or expensive than
anticipated, or the attrition rate of key employees of the acquired operations
is greater than expected; (4) technological changes or changes in the
competitive environment adversely affect Creo's products, market share,
revenues or margins; or (5) changes in general economic, financial, or
business conditions adversely affect Creo and the markets in which it
operates.
Scitex and the Scitex logo are registered trademarks and service marks of
Scitex Corporation Ltd. and Scitex Europe S.A. Karat is a trademark of Karat
Digital Press B.V., and may be registered in certain jurisdictions. Vio is a
trademark and service mark of Vio Worldwide Limited and is registered in
certain jurisdictions.
Creo and the Creo logo are registered trademarks of Creo Products Inc.
<PAGE>
Contacts:
Creo Products Inc. Scitex Corporation Ltd.
Tom Kordyback Eyal Desheh
Chief Financial Officer Corporate Vice President & Chief
Financial Officer
Vancouver, Canada Herzlia, Israel
Tel: +1 604 451 2700 Tel: +972 9 959 7307
Fax: +1 604 437 9891 Fax: +972 9 959 7722
Time zone: GMT -8 hours Time zone: GMT +2 hours
Boudewijn Neijens Robert Nagle
General Manager, Creo Europe Director of Investor Relations
Brussels, Belgium Bedford, MA, USA
Tel: +32 2 711 1400 Tel: +1 781 280 7242
Fax: +32 2 720 9671 Fax: +1 781 275 3430
E-mail: [email protected] E-mail: [email protected]
Time zone: GMT +1 hour Time zone: GMT -5 hours
Tracy Rawa Thomson Financial Investor Relations
Investor Relations (advisers to Scitex Corporation Ltd.)
Vancouver, Canada
Tel: +1 604 451 2700 Angus I H Prentice
Fax: +1 604 437 9891 Senior Director, International Investor
E-mail: [email protected] Relations
Time zone: GMT -8 hours London
Tel: +44 20 7395 7100
Fax: +44 20 7395 7110
E-mail: [email protected]
Time zone: GMT
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