NEW YORK, April 8, 2008 – The international law firm Milbank, Tweed, Hadley & McCloy LLP has advised Konica Minolta Business Solutions U.S.A., Inc. (“Konica Minolta”) on its agreement to acquire Danka Business Systems PLC’s (Danka; OTCBB: DANKY; LSE: DNK.L) wholly-owned US subsidiary, Danka Office Imaging Company, through which the Danka group conducts it business operations. Milbank’s team was led by partners Charles J. Conroy, Paul Wessel and Russell Kestenbaum and associates Gus Cheliotis, Elad Roisman, William Belcher, Dean Sattler, Nicole Leyton and Alison Fraser.
Mr. Conroy said, “We drew upon our unparalleled international legal and corporate experience to create a team that handled all of the elements of the proposed acquisition in a challenging and time-sensitive business environment. We recognize that the combined strengths and resources of these two companies should position them to quickly address the growing number of opportunities in the markets they serve.”
About the Proposed Acquisition
Under the terms of the agreement, the total purchase price is expected to be approximately US $240 million and the closing of the transaction is expected to take place by June 30, 2008. It is subject to a number of regulatory and other closing conditions, in the both the United States and the United Kingdom.
The transaction contemplates that Danka Business Systems PLC, the holding company, will sell to Konica Minolta the stock in its US operations, Danka Office Imaging Company. Once completed, the holding company will distribute proceeds from the sale to debtholders and shareholders through a British process of voluntary liquidation, which will also need to be approved by Danka shareholders.
Cypress Merchant Bank Partners II L.P. and certain of its affiliates, which collectively hold approximately 338,569 Participating Shares which confer the right to exercise approximately 29.0% of the voting rights exercisable at general meetings of the company, have agreed to vote in favor of the transaction, the liquidation and related proposals.
About Konica Minolta Business Solutions U.S.A.
Konica Minolta Business Solutions U.S.A., Inc. (www.kmbs.konicaminolta.us), a leader in advanced imaging and networking technologies for the desktop to the print shop, brings together unparalleled advances in security, print quality and network integration via its award-winning line of bizhub(TM) multifunction products (MFPs); bizhub PRO(TM) production printing systems; magicolor(R) desktop color laser printers and all-in-ones; and pagepro(TM) monochrome desktop laser printers and all-in-ones. Konica Minolta also offers advanced software solutions, wide-format printers, microform digital imaging systems, and scanning systems for specialized applications. Headquartered in Ramsey, New Jersey, Konica Minolta delivers expert professional services and client support through an extensive network of direct sales offices, authorized dealers, resellers and distribution partners in the United States, Canada, Mexico, Central America and South America.
About Danka Business Systems PLC
Through its operating subsidiary DOIC, Danka delivers value to clients by using its expert technical and professional services to implement effective document information solutions. As one of the largest independent providers of enterprise imaging systems and services, Danka enables choice, convenience and continuity. Danka’s vision is to empower customers to benefit fully from the convergence of image and document technologies in a connected environment and, in turn, strengthen its client relationships and expand its strategic value. For more information, visit www.danka.com.
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions and litigation. Our transactional expertise includes capital markets, corporate finance and transactions, project finance, acquisition finance, and other major fields of law practice. Milbank litigation teams resolve disputes involving mergers and acquisitions, proxy battles, financings and securities offerings, intellectual property, white collar crime, and corporate restructurings, among others. Our clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The firm is headquartered in New York with offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Singapore, Tokyo and Washington, DC.