The Scitex 2002 Annual General Meeting will be held on Sunday, December 29, 2002 at 1:00 P.M. (Israel time) at the offices of the Company, 3 Azrieli Center, Triangle Building, 45th Floor, Tel Aviv, Israel.

The purpose of the Annual General Meeting is to elect Directors of the Company; to reappoint the independent auditors and to approve the merger of Scitex Vision and Aprion Digital. All unhappy (and happy?) shareholders are invited to attend the meeting and voice their opinion and vote in Tel Aviv on Dec 29th.

Read the complete merger plan story below, including: who will own what?, the merger structure, who will manage it, and who will not, directors, financing, etc. ExScite’ing reading indeed.

 

The Scitex Corp. 2002 ANNUAL GENERAL MEETING OF SHAREHOLDERS will be held on Sunday, December 29, 2002 at 1:00 P.M. (Israel time) at the offices of the Company, 3 Azrieli Center, Triangle Building, 45th Floor, Tel Aviv, Israel.

 

The purpose of the Annual General Meeting is to:

 

(1) to elect one Outside Director of the Company;

 

(2) to elect five other Directors of the Company;

 

(3) to approve the merger of Scitex Vision Ltd., a wholly owned subsidiary of the Company, and Aprion Digital Ltd. and the Company’s undertakings in connection therewith; and

 

(4) to reappoint the independent auditors of the Company and to authorize the Board of Directors to fix their remuneration for the current calendar year in accordance with the volume and nature of their services.

 

In addition, the Auditors’ Report and the Consolidated Financial Statements of the Company for the year ended December 31, 2001 will be discussed at the Annual General Meeting.

 

 

 

ITEM 3—APPROVAL OF THE MERGER OF SCITEX VISION AND APRION DIGITAL

 

 

 

On November 4, 2002, the Company, Scitex Vision Ltd. (“Scitex Vision”), a wholly owned subsidiary of the Company, and Aprion Digital Ltd. (“Aprion”), in which the Company currently holds approximately 42.5% of the outstanding share capital, entered into a Summary of Terms agreement (the “Summary of Terms”) for the merger of Scitex Vision with and into Aprion, which will operate under a new name yet to be determined, being the surviving corporation (as more fully described below, the “Merger”). The Merger is based on an exchange ratio of approximately one to one basis, so that, subject to completion of the transaction, currently expected at the end of December 2002 (the “Closing”), (1) the Company will sell all of its shares in Scitex Vision to Aprion and (2) Aprion will issue to Scitex shares of Aprion, representing approximately 50% of Aprion’s outstanding share capital, and will reserve 4.5% of Aprion’s share capital, on a fully diluted and as converted basis, for the issue of stock options to Scitex Vision’s employees (the “Merger Consideration”). Accordingly, it is expected that, following the Closing, the Company will hold, in the aggregate, approximately 70% of Aprion’s outstanding share capital (equating to approximately 64% of Aprion’s share capital on a fully diluted and as converted basis). The parties have received a preliminary opinion confirming the fairness, from a financial point of view, of the Merger Consideration, prepared in connection with the Merger by a financial advisor to the parties to the Merger (the “Fairness Opinion”). The Closing is subject, among other things, to the receipt of a final written Fairness Opinion.

 

The Audit Committee and Board of Directors of the Company approved the Merger and the actions contemplated therein, including the negotiation and execution by the Company of a definitive merger agreement with Aprion and Scitex Vision, with recommendation that the Company’s shareholders approve the same.

 

The following contains certain summary information regarding the business operations of Aprion and Scitex Vision. You may find additional information about Aprion and Scitex Vision in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2001 and in other filings of the Company with the US Securities and Exchange Commission.

 

Aprion

 

Aprion was established in September 1999 as a spin-off of the Company’s Advanced Printing Products division. Headquartered in Netanya, Israel,Aprion designs, develops, manufactures and markets advanced digital printing presses and specialized water-based inks for industrial applications based on Aprion Digital’s patented MAGIC (Multiple Array Graphic Inkjet Color) drop-on-demand inkjet technology. This technology is based on piezo inkjet heads with a patented multi-layer construction designed to provide high printing speed, flexibility of media choice and high reliability. It manufactures and markets products and consumables, such as its recently developed water based, environmentally friendly inks, associated with these technologies. Aprion has approximately 150 employees.

 

According to its audited financial statement for the years 2000 and 2001, Aprion did not generate any revenues during that period, and incurred a net loss of approximately $16.4 million and $29.4 million, respectively. According to its unaudited financial report for the first nine months of 2002, Aprion generated $3.4 million in revenues and incurred a net loss of approximately $12.7 million, for that period. At September 30,2002, Aprion had a net cash balance of $1.7 million.

 

Scitex Vision

 

Scitex Vision, a wholly-owned subsidiary of the Company, was incorporated under the name of Idanit Technologies Ltd. in 1994. It was acquired by the Company in 1998 and was briefly known as Scitex Wide Format Printing Ltd. before adopting its present name. Headquartered in Herzlia, Israel, Scitex Vision is a developer, manufacturer and distributor of wide-format and super-wide format, color inkjet digital printing systems used for point-of-purchase displays, banners and outdoor advertising posters. Scitex Vision employs approximately 390 employees.

 

According to its audited financial statement for the years 2000 and 2001, Scitex Vision generated $75.5 million and $91.6 million in revenues, respectively, and realized a net income of approximately $0.5 million in 2000 and incurred a net loss of $11.8 million in 2001. According to its unaudited financial report for the first nine months of 2002, Scitex Vision generated $64.8 million in revenues and incurred a net loss of approximately $2.8 million, for that period. At September 30,2002, Scitex Vision had a negative cash balance of $38 million (excluding loans from the Company, its parent company).

 

The following summary may contain certain forward-looking statements as that term is defined under the United States Federal Securities Laws. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be attained. Such statements are inherently uncertain, and actual results and activities may differ materially from those estimated or projected as a result of the risk factors set forth in the Company ‘~c Form 20-F filed with the United States Securities and Exchange Commission or the difficulties involved in integrating Scitex Vision’s operations and employees with those of Aprion or achieving any of the expected synergies as result of the Merger. The Company has no obligation to update the statements contained in this Proxy Statement or to take action that is described herein or otherwise presently planned.

 

for the Merger

 

The Company deems the Merger as another key step in implementing the Company’s business strategy to enhance its position in the industrial ink jet digital printing market. The Company believes that combining Scitex Vision and Aprion can create a premier developer and supplier of industrial inkjet solutions, which will benefit from Aprion’s leading advanced technology, as well as additional market opportunities. Scitex Vision is an established player in the industrial inkjet field with international sales marketing and customer support operations and enjoys market recognition. The Merger is designed to match the customer facing experience of Scitex Vision and the stability of its ongoing business with new business opportunities that Aprion’s advanced product and technology are expected to offer. The Company expects that the Merger will shorten the time-to-market, and expedite the penetration rate of new products developed by the merged company, to be based primarily on Aprion’s technology. In addition, while no assurances can be made, the Company believes that the Merger will result in synergies in overhead structures, operations, products and technologies and will consequently enable the combined company to offer competitive and integrated solutions and to reach additional sectors in the industrial ink jet digital printing markets.

 

The Merger

 

The following summary of the proposed Merger is primarily based on the Summary of Terms. Since no definitive merger agreement has been executed between the parties to date, the following summary is not, and should not be considered as, a complete description of all the terms of the Merger and there can be no assurance that such definitive merger agreement shall be executed or that the Merger shall be consummated.

 

Structure of the Merger

 

The parties intend to effect the Merger in two steps, first, at the Closing, Aprion will acquire all of the outstanding shares of Scitex Vision from the Company, and Scitex Vision will become a wholly owned subsidiary of Aprion; and, shortly thereafter, subject to agreement among the parties, Scitex Vision may merge with and into Aprion pursuant to Section 323 of the Israeli Companies Law-5759-1999 (the “Companies Law”), with Aprion being the surviving corporation.

 

Adjustment of Merger Consideration

 

The Merger Consideration is subject to the following adjustments:

 

• In the favor of either party, if at any time prior to the Closing,there shall have been a finding of any material adverse discovery with respect to the other party which would reasonably likely to cause a material adverse effect on such other party; and

 

• In favor of the Company, if, at any time prior to the earlier to occur of (I) the seventh year following the Closing and (2) the closing of an initial public offering of Aprion’s shares (with minimum requirements as to Aprion’s valuation at, and the proceeds of, such offering), any of a number of specified adverse events will occur in respect of Aprion.

 

Financing by the Company

 

Until the Closing, the Company is required to (1) transfer $15 million to Scitex Vision, in return for equity securities of Scitex Vision, or in another manner to be mutually agreed between the parties; and (2) convert all existing shareholders loans provided by the Company to Scitex Vision into equity securities of Scitex Vision, or in another manner to be mutually agreed between the parties.

 

Directors and Officers of Aprion

 

Following the Closing, the Board of Directors of Aprion shall be comprised by up to seven members, (1) all of which, except for two, shall be appointed by the Company, Clal Industries and Investments Ltd. (“CII”), which holds 14.3% of Aprion’s outstanding share capital, and Discount Investments Ltd. (“DIC”), which holds 14.3% of Aprion’s outstanding share capital; or (2) in the event that the Company, CII and DIC own, in the aggregate, less than 50% of Aprion’s share capital, all of whom will be elected at the annual general meeting of Aprion by the vote of the holders of a majority of the voting power represented at such meeting. Dov Ofer, current CEO and President of Scitex Vision, will be appointed President and Chief Executive Officer of Aprion and other persons will be appointed as executive officers of Aprion as will be agreed between the parties. Kenneth Levy, current Chairman of the Board of Aprion, will remain in that position, and Dr. Michael Nagler, current President and CEO of Aprion and a member of its Board, will be appointed as Vice Chairman of the Board.