SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULA 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2000
CREO PRODUCTS INC.
(Exact name of Registrant as specified in its charter)
3700 Gilmore Way
Burnaby, B.C. Canada V5G 4M1
(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
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(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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ___.)
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FOR IMMEDIATE RELEASE
CREO RELEASES INFORMATION CIRCULAR FOR
MARCH 30 SHAREHOLDERS' MEETING
Hart-Scott-Rodino Act Waiting Period Expires
Vancouver, BC, CANADA (February 28, 2000) Creo Products Inc. (NASDAQ: CREO;
TSE: CRE) is pleased to announce that a Management Information Circular has been
distributed to shareholders today in preparation for the upcoming Annual and
Special Meeting, scheduled for March 30, 2000 in Vancouver.
As previously announced, on January 17, 2000 Creo and Scitex Corporation Ltd.
("Scitex") entered into an Asset Purchase Agreement providing for the acquisi-
tion by Creo of the digital prepress and print-on-demand businesses of Scitex
(the "Scitex Business"). At the March 30 meeting, shareholders will consider
among other things the issuance of 13,250,000 common shares to Scitex as
consideration for the Scitex Business. On closing of the acquisition, Scitex
will hold approximately 26.1% of Creo's outstanding common shares on a fully
diluted basis.
The Management Information Circular includes a description of the Scitex
Business and the combined businesses, as well as audited financial statements of
the Scitex Business for the three years ended December 31, 1999, and unaudited
pro forma consolidated financial statements of Creo reflecting the acquisition
of the Scitex Business.
Net income of the Scitex Business in the year ended December 31, 1999 was
US$32.6 million, compared to losses of US$1.1 million in fiscal 1998 and US$8.6
million in fiscal 1997. Total revenue for the year ended December 31,
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1999 was approximately US$491.5 million, compared to US$454.1 million in the
previous year and US$473.6 million in the year ended December 31, 1997. Product
sales and service revenues in fiscal 1999 were US$336.9 million and US$104.8
million, respectively (compared to US$303.3 million and US$103.7 million,
respectively, in fiscal 1998, and US$322.2 and US$103.2 million, respectively,
in fiscal 1997). Revenues from the sale of supplies were approximately US$49.8
million in fiscal 1999 (compared to approximately US$47.1 million in fiscal 1998
and approximately US$48.2 million in fiscal 1997).
On a pro forma basis, assuming that the acquisition had been completed as of the
end of Creo's most recent financial year (September 30, 1999), the consolidated
balance sheet of Creo and the Scitex Business reflects total assets of US$883.2
million, and net equity of US$686.9 million. In addition, on a pro forma basis
as if the acquisition had occurred at the beginning of Creo's 1999 fiscal year,
the combined entity discloses total revenues of US$669.8 million, gross profit
of US$291.3 million, and operating income of US$45.4 million. As disclosed in
Creo's financial statements for the year ended September 30, 1999 previously
mailed to shareholders, Creo's total revenues on a stand-alone basis were
US$178.3 million, with gross profit of US$83.8 million and operating income of
US$29.5 million.
Creo expects that significant synergies, including cost and capital savings,
will result from the combination of its business and the Scitex Business,
creating a broader platform for Creo's further growth. Management also expects
that customers will benefit from the combination of product and service
offerings, the expansion of these offerings into new markets, and improved
efficiencies, and that the business prospects for printCafe Creo's recently
announced e-commerce initiative with, among others, Prograph, Inc. will be
significantly improved.
Completion of the acquisition is subject to a number of conditions. Among these
are the approval by the Creo shareholders of the issuance of the 13.25 million
common shares to Scitex, and approvals under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 of the United States ("HSR Act") and the antitrust or
comparable laws of several other countries,
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including certain countries in Europe and Latin America. The applicable waiting
period under the HSR Act has expired, and application for the other approvals
has been made or will be made shortly.
Upon completion of the acquisition, the new graphic arts group tentatively named
Creo/Scitex will operate as a division of Creo Products Inc., which will
continue to trade under the name Creo (NASDAQ: CREO; TSE: CRE).
Creo also announced today the resignation from its board of directors of David
A. Bennett. Mr. Bennett, Managing Director of the venture capital division of
the Business Development Bank of Canada (BDC), has resigned from Creo's board to
attend to other business commitments. "We are very appreciative of David's six
years of service," said Raffi Amit, Chair of the Board. "His contributions have
helped Creo grow to become the success it is today." Bennett was first elected
to Creo's board of directors in January 1994.
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. Together with partner Heidelberger
Druckmaschinen AG, Creo has installed over 1500 systems worldwide the
largest CTP installed base in the industry. 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 www.creo.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.
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These risks and uncertainties include the following: (1) Creo and Heidelberger
Druckmaschinen A.G. are unable to reach agreement on any changes to their
current joint-venture agreement, which may be necessary in light of the
combination Creo's business with the Scitex Business; (2) the expected cost-
savings and synergies cannot be fully realized or take significantly longer to
realize than expected; (3) revenues from the Scitex Business are lower than
expected or customer attrition and business disruption following the acquisition
are greater than expected; (4) the integration of the Scitex Business into
Creo's operations is more difficult, time-consuming or expensive than
anticipated, or the attrition rate of key employees of the combined business is
greater than expected; (5) technological changes or changes in the competitive
environment adversely affect the products, market share, revenues or margins of
the combined business; or (6) changes in general economic, financial or business
conditions adversely affect the combined business or the markets in which it
operates.
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