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HP buys NUR Macroprinters
HP will pay $117.5 million for the wide-format printers maker.
Shira Horesh and Globes' correspondent 10 Dec 07 16:14
Wide format printers maker NUR Macroprinters Ltd. (Pink Sheets:NURMF) has been acquired by Hewlett Packard Co. (NYSE:HPQ) for $117.5 million.
Fortissimo Capital acquired 55% of NUR Macroprinters for $12 million in December 2005, when the company fell into financial difficulties and could not meet its liabilities to the banks. Fortissimo Capital managing partner Yuval Cohen was appointed chairman of NUR. He said, "Two years ago, when Fortissimo Capital acquired control of NUR, the company was losing money and was in a precarious position. However, Fortissimo Capital recognized that Nur had the potential to build on its strong market presence, installed base and technology leadership, and infused the requisite capital to fund its growth. Together with the banks, we restructured the debt, recruited stellar management, and implemented a new strategy that resulted in an impressive improvement and growth. We believe that NUR is at a point where it requires the HP resources in order to bring its line of business to a new level."
In October, NUR signed a contract with PT Samafitro, a distributor of desktop multifunction peripherals, high-end digital color presses and wide-format production printers in Indonesia.
NUR is HP's third important acquisition in the Israeli printing technology sector. In 2001 it bought Indigo for $629 million, and in 2005, it bought Scitex Vision for $230 million. HP's largest acquisition in this country was that of systems optimization software company Mercury Interactive, which it bought in July 2006 for $4.5 billion.
Published by Globes [online], Israel business news - www.globes-online.com - on December 10, 2007
----------------------------------------------------
The End.
Curtain Down
NUR Macroprinters Receives $3.8 Million of Equity Funding
Tuesday January 30, 9:33 am ET
LOD, Israel--(BUSINESS WIRE)--NUR Macroprinters Ltd. (Pink Sheets:NURMF - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today announced the completion of its private placement of ordinary shares, resulting in gross proceeds of $3.8 million.
Under the private placement, NUR issued 7,105,320 of its ordinary shares at $0.54 per share to various investors. NUR expects to receive from the new investment proceeds in the amount of approximately $3.7 million, net of expenses. NUR also issued to the investors warrants to purchase up to 2,131,596 ordinary shares at an exercise price of $0.65 per share. The warrants are exercisable for five years from the closing date of the private placement. The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Act. NUR agreed to use its best efforts to register all the private placement related shares (both those purchased and those issuable upon exercise of the warrants) for resale under the Act.
Meitav Underwriting Ltd. served as placement agent for the private placement.
NUR received undertakings from additional investors for a proposed follow-on investment of up to $2.5 million under substantially the same terms and conditions described above. The closing of the follow-on investment remains subject to the satisfaction of certain conditions.
This equity investment was initiated by NUR in order to allow for an expected increase in manufacturing volumes in 2007.
http://biz.yahoo.com/bw/070130/20070130005790.html?.v=1
NUR Macroprinters Reports First Quarter 2006 Results
Thursday July 20, 4:42 am ET
LOD, Israel--(BUSINESS WIRE)--July 20, 2006--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today reported its financial results for the first quarter ended March 31, 2006.
Revenues from product sales and services were approximately $18.8 million in the first quarter of 2006, a 2.2% increase compared to revenues of $18.4 million in the first quarter of 2005.
The gross margin in the first quarter of 2006 was 33.6% compared to 35.2% in the first quarter of 2005.
Operating income in the first quarter of 2006 was $11 thousand and net income was $53 thousand. Operating loss and net loss in the first quarter of 2005 were $0.4 million and $1.4 million, respectively. Net income in the first quarter of 2006 includes, for the first time, stock-based compensation expense related to NUR's adoption of Statement of Financial Accounting Standard No. 123 (revised 2004), "Share-Based Payment," in the amount of $0.3 million.
The increase in cash balance is attributed to the second installment of $5 million paid by investors led by Fortissimo Capital Fund GP, LP, associated with their previously reported investment in NUR.
The balance of long-term loans as of March 31, 2006, includes $5 million that is related to non-interest bearing three-year subordinated notes, which are payable only on occurrence of certain events of liquidation, and accrued interest on the restructured debt in the amount of $10.0 million. Future interest on the restructured debt will be recorded as a reduction to accrued interest and not as interest expense charges.
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (NURM.PK) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/060720/20060720005316.html?.v=1
Dubi
NUR Macroprinters Reports 2005 Results
Thursday July 20, 4:40 am ET
Secured Equity Investment and Improved Financial Strength
LOD, Israel--(BUSINESS WIRE)--July 20, 2006--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, reported its financial results for the full year ended December 31, 2005, which are also reflected in the annual report on Form 20-F filed with the Securities and Exchange Commission on July 17, 2006.
Revenues from product sales and services were approximately $71.4 million in the year ended December 31, 2005, a 6.9% decrease compared to approximately $76.7 million in the year ended December 31, 2004. The decrease in revenues of $5.3 million is primarily due to a decrease in sales in North and South America and partly due to a decline in sales in Europe.
The gross margin in the year ended December 31, 2005 was 27.2% compared to 21.1% in the year ended December 31, 2004. The increase in the gross margin is primarily due to a higher inventory write-off of $9.7 million in the year ended December 31, 2004 (or 12.6% of the total revenues in 2004) compared to the inventory write-off of $2.7 million in the year ended December 31, 2005 (or 3.8% of the total revenues in 2005). In 2005, the effect of the decrease in inventory write-off was offset by the high overhead charges that resulted from lower production activities during the second half of 2005, decrease in revenues-services and the impact of fixed cost components in the form of labor and labor related expenses.
Operating loss in the year ended December 31, 2005 was $9.8 million and net loss was $14.7 million, or $0.46 net loss per share. Operating loss and net loss in the year ended December 31, 2004, were $19.3 million and $22 million, respectively, or $0.91 net loss per share.
As a result of an infusion of funds by a group of investors led by Fortissimo Capital Fund GP, LP ("Fortissimo") and the restructuring of NUR's outstanding bank debt, NUR's balance sheet as of December 31, 2005 reflects an improvement in NUR's financial strength in comparison to the balance sheet as of December 31, 2004. As previously reported, during the fourth quarter of 2005 NUR secured funding in the amount of $12 million from a group of investors led by Fortissimo through the private placement of ordinary shares, of which $5 million was paid during 2005 and additional $5 million was paid during the first calendar quarter of 2006. The remaining $2 million is expected to be paid by the investors in October 2006. The net effect of the Fortissimo investment on the shareholders' equity as of December 31, 2005 reflects only the first payment of $5 million.
In addition, as previously reported, during the third quarter of 2005 NUR entered into a debt restructuring agreement with its lender banks, whereby NUR's outstanding bank debt of approximately $41 million was restructured as follows: $14.5 million was converted into five-year warrants to purchase up to 8,000,000 ordinary shares at an exercise price of $0.35 per ordinary share; $5 million was converted into non-interest bearing three-year subordinated notes, which are payable only on occurrence of certain events of liquidation; and the remaining $22 million was refinanced under new loan agreements.
Under the terms of the debt restructuring agreement, NUR also agreed to extend the expiration period of 1,340,000 warrants that were previously issued to its lender banks. The value of the 8,000,000 warrants issued to NUR's lender banks together with the value of the extension of expiration of the previously issued warrants amounted to $4 million, which is recorded as an increase in NUR's additional paid-in capital.
Under Statement of Financial Accounting Standard No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," the balance between (a) the $14.5 converted into 8,000,000 warrants, and (b) the sum of the additional paid-in capital related to the lender banks' warrants, is attributed to NUR's long-term bank debt and is deemed to be accrued interest on the restructured bank debt. Future interest on the restructured debt will be recorded as a reduction to accrued interest and not as an interest expense. As of December 31, 2005, this accrued interest aggregates to $10.4 million.
"The restructuring of our bank debt and the Fortissimo investment improved our financial strength," said David Reis, president and chief executive officer of NUR. David Reis continued, "Our outstanding bank debt was reduced by $19.5 million, leaving us with refinanced loans of approximately $22 million; however, our reported bank debt is approximately $38 million due to accounting standards."
NUR's concentration in securing additional funding in 2005 resulted in low level of sales and manufacturing activities in the second half of 2005. This slowed activity is reflected in a significant decrease in accounts receivable, inventories and accounts payable in December 31, 2005.
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (Pink Sheets:NURM - News) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/060720/20060720005315.html?.v=1
Dubi
NURM -- NUR Macroprinters Ltd.
TRADE DATA Last Sale: 0.7200
Change: +0.0400
Percent Change: +5.88
Tick: Down
Daily High: 0.7200 Daily Low: 0.6800
Opening Price: 0 Volume: 102,535
Slowly but surely,
Dubi
>>Among Microsoft's CRM customers in Israel are Union Bank of Israel (TASE: UNON), Maccabi Health Services, Albar, the BDI group, Hashmira, Eldan, Syneron Medical Ltd. (Nasdaq: ELOS) Nur Macroprinters Ltd. (OTCBB:NURM), among others>>
(#msg-9754040)
Dubi
NUR Macroprinters Announces CFO Appointment
Tuesday February 14, 4:14 am ET
LOD, Israel--(BUSINESS WIRE)--Feb. 14, 2006--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today announced the appointment of Yossy Zylberberg as its Chief Financial Officer.
Prior to joining NUR, Mr. Zylberberg, 44, served as Chief Financial Officer and Chief Operating Officer of several private and public companies. In his most recent position, Mr. Zylberberg served as Chief Operating Officer of Kodak Versamark, a wholly owned subsidiary of Eastman Kodak Company (formerly Scitex Digital Printing). Prior to that Mr. Zylberberg served in various senior positions in Scitex Corporation, including as Chief Operating Officer of Scitex Digital Printing, Inc., an independently managed subsidiary of Scitex Corporation and as corporate Vice President and Chief Financial Officer of Scitex Corporation Ltd., a corporation traded on both NASDAQ and the Tel Aviv Stock Exchange. Mr. Zylberberg holds a B.A. Accounting & Economics and an M.B.A. from Tel Aviv University.
About NUR Macroprinters Ltd.
NUR Macroprinters (Pink Sheets:NURM - News) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/060214/20060214005609.html?.v=1
Dubi
Fortissimo Capital sets up Wall Street shell company
The company’s subsidiary submitted a draft prospectus to the SEC for an issue of four million units at $6 a unit.
Tali Tsipori 2 Feb 06 10:21
On Tuesday, Fortissimo Acquisition submitted a submitted an initial draft prospectus to the US Securities and Exchange Commission (SEC) to raise $24 million through an issue of four million units at $6 a unit. Each unit will include one ordinary share and two options on ordinary shares exercisable at a $5 strike price. Fortissimo Acquisition granted Early Bird Capital, the underwriter for the issue, an option to buy an additional 600,000 units, which would increase the proceeds by $3.6 million. Early Bird was also the underwriter for an issue by Israel Technology Acquisition. Fortissimo Acquisition’s ticker symbol has not yet been determined.
Fortissimo Acquisition is a blank check company having no content that is willing to assume the activity of an Israeli company, thereby enabling that company to enter Wall Street through the back door. Fortissimo Acquisition was founded four days before the end of 2005. According to its prospectus, it does not plan to confine itself to companies from any one sector. It is open to Israeli companies and companies outside of Israel that it believes will benefit from establishing operations or facilities in Israel.
Fortissimo Acquisition is a subsidiary of Fortissimo Capital, headed by managing partner Yuval Cohen, co-founder and former partner in Jerusalem Venture Partners. Fortissimo Capital invested $25,000 in the shell corporation, and owns 90% of its capital. Special advisors Yair Seroussi and Michael Chill own the other 10%.
Fortissimo Acquisition’s prospectus indicates that Fortissimo Capital has undertaken to buy units worth $2 million in a private placement, to take place simultaneously with the public issue. Net proceeds from the issue will therefore total $22.9 million, which will be deposited in a trustee account at Lehman Brothers
Fortissim Capital invests in mature companies in the technology market. The fund recently closed an $80 million financing round from Israeli investment institutions, including Migdal Insurance (TASE: MGDL) and the new (established on or after January 1, 1995) Makefet pension fund. Fortissimo Capital has invested in two Israeli companies to date: Nur Macroprinters Ltd. (OTCBB: NURM) and Telrad. The fund jointly owns 55% of Nur Macroprinters, together with Kanir Investments Ltd., and 39% of Telrad, together with HarbourVest Partners and Poalim Ventures.
The idea behind blank check companies sounds nice, and perhaps even logical, but it has not proved itself in practice. Two Israeli shell corporations have been floated to date, but have not yet found a merger candidate. A shell corporation controlled by former Tower Semiconductor CEO Carmel Vernia and Matty Karp has not made it to the capital market. Furthermore, every new blank check company faces stiff competition. Over 30 blank check companies have gone public in the US over the past two years, and only a small proportion of them have found a merger candidate.
Published by Globes [online] - www.globes.co.il - on February 2, 2006
Dubi
TRADE DATA Last Sale: 0.5400
Change: -0.0600
Percent Change: -10.00 %
Tick: Down
Daily High: 0.6600 Daily Low: 0.5350
Opening Price: 0 Volume: 101,132
:(
Dubi
TRADE DATA Last Sale: 0.6000
Change: +0.0100
Percent Change: +1.69 %
Daily High: 0.6000 Daily Low: 0.5800
Opening Price: 0 Volume: 17,000
Annual High: 0.9100
Annual Low: 0.1800
Dubi
TRADE DATA Last Sale: 0.5900
Change: +0.0300
Percent Change: +5.36
Daily High: 0.6000 Daily Low: 0.5600
Opening Price: 0 Volume: 7,890
Dubi
Belated reward?!
Better late than never... :)
EB33
TRADE DATA Last Sale: 0.5600
Change: +0.0300
Percent Change: +5.66 %
Daily High: 0.5800 Daily Low: 0.5300
Opening Price: 0 Volume: 145,519
Dubi
Fortissimo takes charge: replaces Nur's CEO
03.12.05 | 21:41 By Omri Cohen
A month after taking over Nur Macroprinters (Nasdaq: NURM.PK), Fortissimo Capital Fund is taking charge. It has installed a new CEO, David Reis, in the stead of David Amir.
Amir, who had led Nur in the last 2.5 years, is expected to advise NUR during the management transition, the company said in its statement.
Previously Reis served as chief executive of Scitex Vision, which Hewlett Packard bought. After that, from the start of 2002, he managed a startup called Image ID.
Reis will only join in 3 months, though, until which time Eli Blatt, a partner at Fortissimo and a member of Nur's board of directors, will serve as its acting CEO.
While about changes, Nur admitted that it will be restating its results for the years 2003 and 2004, after the U.S. Securities and Exchange Commission asked the company for clarifications regarding the recording of loans and stock options from July 2003.
Nur says it does not believe the restatement will substantially affect its results for these years, or its balance sheet for 2004.
David Amir, the retiring President and CEO, stated, "After achieving a major milestone of attaining financial stability, the company will be able to leverage its solid product offering in order to increase sales and achieve significant growth. I am confident in the Company's future success and outstanding performance."
http://www.haaretz.com/hasen/spages/653137.html
Dubi
Starboy,
A month later,
TRADE DATA Last Sale: 0.5300
Change: +0.0200
Percent Change: +3.92
Daily High: 0.5700 Daily Low: 0.4800
Opening Price: 0 Volume: 79,500
As compared to price of 39cents a month ago,
not bad, 35+ %.
Regards,
Dubi
Yaniv,
Welcome to the iHub board.There are more Israeli
stock boards all to be found in #board-3606.
Look into the information box of the board.
To make life easier, under the ibox, to the right
there is an 'add to favourite' button, press on it.
From than on, your favourite boards will be displayed
on the home page, any time you visit iHub.
Shalom,
Dubi
breakout from downward trend?
new CEO looks like a good excuse to try breaking out from a downward trend that started 2 years ago, on November 2003.
yesterday (thursday) was a huge volume day (relatively speaking, of course...) with a 20% spike at one point.
stock closed just below said trend, but above both its 200 and 50 day MAs.
if it manages to really break out, then next resistance is at 0.68, then 0.80, then 0.93.
with around 26M shares outstanding (on 2nd Q report), it's currently a 13M$ company with sales topping 70M annually (80M if we're lucky...).
still losing (not terribly though; "only" 11 cents a share for 1st 6 months), and carrying lots of debt. but the silver lining seems a bit clearer now.
here's their last report:
hxxp://www.nur.com/NR/rdonlyres/ABEAE3B7-CF3E-4513-B3E2-1182BF5643F3/725/0508112Q2005results.pdf
and last PRs:
hxxp://www.nur.com/NUR/Investors/Press+releases/
[this message is posted before knowing results of todays trading action]
[and thanks for the invite, midas]
NUR Macroprinters Announces Appointment of David Reis as President and CEO, Succeeding David Amir
Wednesday November 30, 3:05 pm ET
The Company will also Amend and Restate Its Financial Statement for 2003 and 2004
LOD, Israel--(BUSINESS WIRE)--Nov. 30, 2005--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today reported that David Reis has been appointed as the new President and Chief Executive Officer of NUR. David Amir, the previous CEO and President is expected to advise NUR during the management transition. Until Mr. Reis assumes his role as President and CEO of NUR, Eli Blatt, a partner at Fortissimo Capital Fund and a member of NUR's board of directors, will serve as its interim Chief Executive Officer. NUR also announced its intention to amend and restate its financial statements for 2003 and 2004.
Management Change
Mr. Reis comes to NUR with extensive experience in the industry. Mr. Reis is currently the CEO of ImageID, a venture backed technology startup, and is expected to assume his new position with NUR within the next three months. He was previously the CEO of Scitex Vision Ltd., a manufacturer of wide format digital printers that was recently sold to Hewlett Packard. During his six-year tenure at Scitex Vision, Mr. Reis grew the company's revenues significantly. Prior to joining Scitex Vision, Mr. Reis served as the CEO of Idanit, a manufacturer of digital printers that was acquired by Scitex Corporation in 1998.
Yuval Cohen, the Managing Partner of Fortissimo Capital Fund and the Chairman of NUR, stated, "We are delighted to have David Reis join NUR and we look forward to working with him. I am confident that David Reis' experience, industry expertise, and professionalism will positively impact NUR and further enhance NUR's leadership position in the wide-format digital printing arena."
David Amir, the retiring President and CEO, stated, "After achieving a major milestone of attaining financial stability, the company will be able to leverage its solid product offering in order to increase sales and achieve significant growth. I am confident in the Company's future success and outstanding performance."
Restatement of financial statements
NUR has received comments from the Securities and Exchange Commission regarding its annual report on Form 20-F for the year ended December 31, 2004 (the "2004 Annual Report"). NUR believes that the comments were issued by the SEC in the normal course of its mandate under the Sarbanes-Oxley Act of 2002 to regularly review the periodic filings of all publicly-traded companies.
Among other things, the SEC asked NUR to comment on certain matters including clarification regarding the accounting for certain loan and warrant transactions that occurred in July 2003 (the "July 2003 Transaction"). Following a review of the accounting for the July 2003 Transaction, NUR expects to amend and restate its previously issued financial statements and other financial information for the fiscal years ended December 31, 2003 and December 31, 2004, as presented in the 2004 Annual Report with respect to the July 2003 Transaction. NUR anticipates that the restatement will not have an adverse effect on NUR's statement of operations for the years ended December 31, 2003 and December 31, 2004 and will not have any effect on the balance sheet at December 31, 2004. The amended and restated financial information for the fiscal years ended December 31, 2003 and December 31, 2004 will be filed as an amendment to the 2004 Annual Report.
In response to the SEC comments, NUR also plans to file as an additional exhibit to the amended 2004 Annual Report an audit report associated with the audit of a wholly-owned subsidiary.
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (NURM.PK) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/051130/20051130005770.html?.v=1
Dubi
ES,
Funny thing, the markets.Notice the belated price
reaction to the news?
Hope it is just the beginning of the uptrend,
Regards,
Dubi
TRADE DATA Last Sale: 0.4800
Change: +0.0790
Percent Change: +19.70 %
Volume: 24,165
That is more like it.
Regards,
Dubi
Last Trade: 0.401 Change: 0.011 ( +2.821 %) Volume: 16,500
Dubi
Precisely.
Dubi
You mean 'an enigma wrapped in a riddle', as Sir Winston Churchill succinctly put it? Answer: Yes! LOL!
Starboy,
Isn't the market an enigma ? INKS, one of my picks is
going up like crazy with no news, while NURM is
not even traded after this 'lifesaving' news.
Boy, oh boy, no end to surprises.(no pun intended, lol)
(Not that i am complaining though)
Regards,
Dubi
Extremely odd, i am perplexed.
Dubi
NUR Moves Towards a New Era
Monday October 31, 11:12 am ET
Completes Previously Announced Private Placement and Meets All Conditions to Debt Restructuring
LOD, Israel--(BUSINESS WIRE)--Oct. 31, 2005--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today announced that the previously announced $12 million private placement to a group of investors led by Fortissimo Capital has been completed. In addition, all the conditions to the closing of the previously announced restructuring of NUR's outstanding bank debt have been met.
The aggregate purchase price of $12 million is payable in three installments. The Fortissimo investor group has paid the first installment of $5 million today. The second installment of $5 million is due on January 29, 2006 (ninety days after the closing date) and the final $2 million installment is scheduled to be paid on October 31, 2006 (the first anniversary of the closing date). In consideration for the aggregate purchase price of $12 million payable by the Fortissimo investor group, NUR has issued 34,285,714 ordinary shares at a price of $0.35 per share as well as five-year warrants to purchase up to 25,714,286 ordinary shares at an exercise price of $0.40 per share. NUR has issued 14,285,714 ordinary shares and warrants to purchase up to 10,714,287 ordinary shares to the Fortissimo investor group. The remaining 20 million ordinary shares and 15 million warrants for the second and third installments have been issued to an escrow agent and will be released to the Fortissimo investor group upon payment of the remaining installments.
"These transactions significantly improve our financial structure and stability," said David Amir, President and CEO of NUR. "The company is now ready to exploit its full potential. We believe that the combination of our product portfolio, technological leadership and financial strength, positions NUR on track to achieve its business objectives."
Yuval Cohen, the Managing Partner of Fortissimo, stated, "We recognize NUR's challenges and opportunities and we are confident that by enhancing customer service, introducing new innovations and technologies, reducing costs of production and building upon NUR's international presence and customer base, we can strengthen NUR's position as a market leader."
As approved by NUR's shareholders on October 27, 2005, in connection with the private placement, NUR's Board of Directors has been increased to seven members. Mr. Robert F. Hussey, NUR's Acting Chairman of the Board and Ms. Tamar Peller have resigned and Mr. Yuval Cohen, Mr. Eli Blatt, Mr. Marc Lesnick and Mr. Shmoulik Barashi, nominees of Fortissimo Capital have become members of the Board of Directors. Mr. Yuval Cohen will be appointed as NUR's Chairman at the next meeting of the Board, which is scheduled to take place next week.
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (Pink Sheets:NURM - News) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
ABOUT FORTISSIMO CAPITAL
Fortissimo Capital is a private equity fund investing in public and private technology companies that require capital to expand their business. Fortissimo is a long term investor and seeks to partner with management to facilitate growth and maximize value. Fortissimo is backed by 15 financial institutions including insurance companies, banks and pension funds. More information about Fortissimo Capital is available at www.ffcapital.com.
http://biz.yahoo.com/bw/051031/315655.html?.v=1
Dubi
Hi EB,
Hopefully the market thinks so too, and prices NURM
accordingly.
Regards,
Dubi
ES,
I am pretty sure there should be a positive impact,
as if this had not been approved, they could close
the shop.
IMHO, 42-45 cents would still be a good entry point,
although, not all their problems are solved.
This is a fierce cut-throat competition sector they
are operating in.
Step, by step.... They may be bought out, as occured
with SCIX and Indigo (#msg-7375600)
At least i am relieved the crucial hurdle has been
bypassed, a big achievement by itself.
Regards,
Dubi
Dubi,
Interesting...
Need to follow it tommorow, to see how will the market react.
ES
EB,
It helped obviously.
Shareholders Approve Steps to Improve NUR's Financial Stability
Sunday October 30, 4:22 am ET
LOD, Israel--(BUSINESS WIRE)--Oct. 30, 2005--NUR Macroprinters Ltd. (Pink Sheets: NURM - News)
Approve private placement of $12 million by investors led by Fortissimo Capital and restructuring of NUR's outstanding bank debt
Closing of private placement and debt restructuring anticipated within a few days
NUR Macroprinters Ltd. (Pink Sheets: NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today announced the results of the annual and special meeting of shareholders held on Thursday, October 27, 2005. NUR's shareholders approved all of the proposals described in the notice and proxy statement. Specifically, NUR's shareholders approved, among other things, the previously announced investment of $12 million by a group of investors led by Fortissimo Capital, the conversion of $14 million of NUR's outstanding debt into warrants to purchase ordinary shares and $5 million into a non-interest bearing 3-year subordinated note, repayment of $2 million of the debt within 1 year and replacement of the remaining $22 million with new credit facilities.
The closing of the private placement and the debt restructuring are expected to take place in a few days.
"The vote by our shareholders approving the proposals related to the Fortissimo investment and the debt restructuring is a major milestone in our long term plan," says David Amir, NUR's President and CEO. "We are very satisfied with this achievement and look forward to the implementation of the entire plan that will lead NUR Macroprinters to the desired performance."
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (NURM.PK) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/051030/305016.html?.v=1
Dubi
Fingers crossed...
EB33
EB,
They should have issued something!!!
I have my nails all chewed up.
Hopefully Sunday they release something.
Regards,
Dubi
What's going on- the date has passed, and no news?
EB33
Today is the day of make or break.
Dubi
Volume 300 shares...not too much excpected
until 27th Oct Annual and Special Meeting
of Shareholders;
The Fortissimo Investment and the Agreement with
Lender Banks Are Subject Only to Shareholders'
Approval and Customary Closing Conditions.
One way or another.
Dubi
Last Trade: 0.390 Change: -0.040 ( -9.302 %)
Either - Or situation.
A few bailing out, others willing to take their chances
at a lower price.
Myself still hoping for the best, a 50-50%.
(the bad 50% can become 100% sigh)
Dubi
>>However, if shareholders do not approve the proposals necessary to complete the Fortissimo Private Placement and the debt restructuring contemplated by the Debt Restructuring Agreement, NUR may be compelled to cease its operations entirely. If our Company is forced to liquidate, all proceeds will likely go to our secured lenders. Holders of ordinary shares likely would not receive any recovery whatsoever; your existing shares would become worthless. <<
Indeed so.
NUR MACROPRINTERS LTD.
12 Abba Hillel Silver Street
Lod, Northern Industrial Park
Israel
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NOTICE OF AN ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
To be held on October 27, 2005
10:00 a.m.
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To Our Shareholders:
An annual and special meeting of shareholders of NUR Macroprinters Ltd. (referred hereinafter as “NUR” or the “Company”) will be held at our offices at 12 Abba Hillel Silver Street, Lod, Northern Industrial Park, Israel on October 27, 2005, at 10:00 a.m., Israel time, and thereafter as it may be adjourned from time to time (the “Shareholders Meeting”), to approve the following proposals:
1. To reelect three members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified;
2. To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as the independent auditors of NUR for the fiscal year ended December 31, 2005, which selection was made by the Audit Committee of the Board of Directors;
3. To approve a private placement to a group of investors led by Fortissimo Capital Fund G.P., L.P. (“Fortissimo”) of $12 million of NUR’s ordinary shares, nominal value NIS 1.0 each (the “ordinary shares”) and warrants to purchase ordinary shares, pursuant to the terms of that certain Share Purchase Agreement dated as of August 21, 2005, as amended by Amendment Number 1 to Share Purchase Agreement dated as of September 11, 2005, and the transactions contemplated by the Share Purchase Agreement, as amended (the “Fortissimo Private Placement”), including, but not limited, to (a) the election of four directors appointed by Fortissimo, and (b) the management agreement between NUR and Fortissimo.
4. To approve that certain Debt Restructuring Agreement dated as of September 12, 2005 by and among NUR and its three lender banks (the “Debt Restructuring Agreement”), whose terms include the grant by NUR to the lender banks of warrants to purchase ordinary shares and the transactions contemplated by the Debt Restructuring Agreement;
5. To amend the Company’s Amended and Restated Articles of Association and Memorandum of Association in order to increase the Company’s authorized share capital by NIS 50,000,000 divided into 50,000,000 ordinary shares, which increase will result in an authorized share capital of NIS 170,000,000 divided into 170,000,000 ordinary shares;
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6. To amend the provisions of the Company’s Amended and Restated Articles of Association regarding indemnification of the Company’s directors and officers;
7. To approve, subject to the closing of the Fortissimo Private Placement, the procurement of liability insurance coverage for NUR’s officers and directors to cover each of NUR’s directors and officers who (a) will serve immediately following the completion of the Fortissimo Private Placement or be appointed in the future, and (b) served on NUR’s board prior to the consummation of the Fortissimo Private Placement;
8. To approve the execution of a replacement form of indemnification agreement with the Company’s officers and each of its directors who are currently serving and will be appointed in the future, including the directors to be appointed by Fortissimo;
9. To approve and ratify the execution of exculpation letters with each of the Company’s directors who are currently serving and will be appointed in the future, including the directors to be appointed by Fortissimo;
10. To approve, subject to the closing of the Fortissimo Private Placement, an amendment to the Company’s 2000 Stock Option Plan (the “2000 Option Plan”) to increase the number of ordinary shares authorized for issuance under the 2000 Option Plan by 14,500,000, from 2,997,590 ordinary shares to 17,497,590 ordinary shares and to further increase the available number of ordinary shares authorized for issuance under the 2000 Option Plan by the number of ordinary shares underlying options surrendered (except in the case of surrender for the exercise into shares) or which cease to be exercisable under the Company’s 1995 Stock Option Plan or the 1997 Stock Option Plan;
11. To approve an amendment to the Company’s 1998 Share Option Plan for Non-Employee Directors (the “1998 Option Plan”) to increase the number of ordinary shares authorized for issuance under the 1998 Option Plan by 500,000, from 250,000 ordinary shares to 750,000 ordinary shares;
12. To discuss the NUR’s audited financial statements for the year ended December 31, 2004; and
13. To act upon any other matters that may properly come before the Shareholders Meeting or any adjournment(s) thereof.
The Board of Directors believes that the proposed Fortissimo Private Placement and the Debt Restructuring Agreement represent the best opportunity available to enable NUR to continue as a going concern and represent the only opportunity for NUR’s shareholders to have a continuing financial interest in NUR’s future. Receipt of the funds from the Fortissimo Private Placement and restructuring of NUR’s existing bank debt is essential in order for NUR to continue as a viable company.
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The Fortissimo Private Placement and the Debt Restructuring Agreement will significantly dilute your shareholding. However, if shareholders do not approve the proposals necessary to complete the Fortissimo Private Placement and the debt restructuring contemplated by the Debt Restructuring Agreement, NUR may be compelled to cease its operations entirely. If our Company is forced to liquidate, all proceeds will likely go to our secured lenders. Holders of ordinary shares likely would not receive any recovery whatsoever; your existing shares would become worthless.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=3729224
Dubi
NUR Announces Annual and Special Meeting of Shareholders
Friday October 14, 2:44 am ET
The Fortissimo Investment and the Agreement with Lender Banks Are Subject Only to Shareholders' Approval and Customary Closing Conditions
Dan Purjes filed complaint against NUR - seeking reinstatement of his voting rights
LOD, Israel--(BUSINESS WIRE)--Oct. 14, 2005-- NUR Macroprinters Ltd. (Pink Sheets: NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, announced today that it will hold an annual and special general meeting of shareholders on October 27, 2005 at 10:00 a.m. Israel time, at the Company's offices located at 12 Abba Hillel Street, Northern Industrial Park, Lod, Israel.
At the shareholders meeting, NUR's shareholders will be asked approve, among other matters, the previously announced $12 million investment by a group of investors led by Fortissimo Capital and the debt restructuring agreement among NUR and its three lender banks. These agreements are now subject only to the shareholders' approval and customary closing conditions as detailed in the proxy statement.
Shareholders of record as of the close of business on September 23, 2005 are entitled to vote at the shareholders meeting. NUR mailed the notice and proxy statement to the shareholders on or about October 3, 2005. The notice and proxy statement will also be available on NUR's website at www.nur.com as of Sunday, October 16, 2005.
NUR also announced that Dan Purjes, NUR's former Chairman and beneficial owner of approximately 36% of NUR's outstanding ordinary shares, filed a complaint against NUR in the Supreme Court, New York County for the reinstatement of his voting rights, the control of which had been granted to NUR pursuant to a voting agreement dated January 23, 2005.
Mr. Purjes is seeking a declaratory judgment regarding the invalidity of the voting agreement and a permanent injunction to prevent NUR from taking any action that requires shareholder approval unless Mr. Purjes is permitted to vote his shares. NUR disputes Mr. Purjes's complaint, believes that is without merit and intends to contest the complaint vigorously. NUR intends to take appropriate steps to ensure that the shareholder meeting will take place as scheduled.
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (NURM.PK) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/051014/135842.html?.v=1
If all goes well, NURM will have its chance of recovery,
in a fierce cut-throat competitive environment.
An either - or situation for my investment in this company.
Not a situation for the faint-of-heart.
Dubi
My 5k order at 39 cents got executed yesterday.
I canceled my third pending order.
Awaiting developments patiently,
Dubi
NURM:NUR Macroprinters Previews NUR Expedio 3200 Wide-Format UV-inkjet
Thursday September 29, 2:13 am ET
DUSSELDORF, Germany--(BUSINESS WIRE)--Sept. 29, 2005--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, previewed today the new NUR Expedio(TM) 3200 wide-format UV-inkjet press at the Viscom 2005 exhibition in hall 6 at Messe Dusseldorf, taking place between September, 29 -- October, 1, 2005.
The new NUR Expedio 3200, capable of output to 3.2 meters wide, joins the 5-metre superwide NUR Expedio 5000 in NUR Macroprinters' product line-up. The NUR Expedio models are the first and currently are the only roll-fed wide-format inkjet presses on the market equipped with UV-curable inks to ensure environmentally friendly operation and media versatility for low operating costs and higher profit margins.
The NUR Expedio 3200 will offer 4 and 8-color printing modes with easy changeover between modes and is designed to be used to print a wide range of products, including indoor signage for close-up viewing, as well as billboards and other wide-format applications, at resolutions up to 720 dpi and at speeds over 120 square meters per hour. A multi-roll printing capability will ensure maximum utilization of the machine's full capacity. Its robust design provides a user-friendly operating approach with simple substrate loading and unloading and easy access to the printing table to enable efficient evaluation of the printed output.
The NUR Expedio 3200 was designed to offer exceptional modularity to customers. In the future, the printhead carriage is intended to accept an additional row of printheads to boost productivity significantly and will also support interfacing with different types of printheads to allow for better quality and/or speed. The NUR Expedio 3200 will also accept external add-ons designed to make it even more productive and versatile, such as an in-line varnish option which will be attractive to companies that produce fleet graphics.
"The expanded NUR Expedio product line, coupled with the NUR Tempo flatbed inkjet press, clearly demonstrates the leadership role NUR has assumed in UV-curable inkjet printing technology," says David Amir, president and CEO of NUR Macroprinters Ltd.
The NUR Expedio 3200 is expected to begin beta testing next month. Commercial availability is planned for the first quarter of 2006
About NUR Macroprinters Ltd.
NUR Macroprinters (Pink Sheets:NURM - News) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/050929/286143.html?.v=1
Dubi
As of yesterday, an owner of 5000 shares at 40 cents.
I raised my bid, in order to be in.
Perhaps a bit high, but i still have an additional
5k order at 39 and 5k at 38.
Much less it cannot sink.
Of course Fortissimo deal is not full executed yet,
imho, if it will, the price will enjoy some spike.
A very risky issue, but reasonable for my tolerance.
Dubi
Hi Aiming,
NURM in the past, an empire, today, ahem, Not.
It is the last & only company which has not
been sold out.
Fortissimo believes their investment will bear fruit,
by enabling NURM to continue its operations, and return
to profitability.
Once NURM is on the right tracks, and prove profitable
for some consequitive quarters, it will probably be
grabbed by one of the three major players.
Risk for Fortissimo is substantial, but if it works out,
their gain will be no LESS substantial.
Fortissimo is backed by owners with deep pockets, which is
a positive.
If i take EVS as a model, Shamir bought at 50cents with an
option at 55 cents, therefore my take is that NURMs market
price will slide to the 37-39 cent area, and upon final
approval at 21OCT, the price will rise to the 40cent area,
in expectations of positive turnaround.
Even with monies infusion NURMs life isn't going to be easy,
but it is going to be very interesting.
In short, i do not have all answers, but i see a clear possibility
of a substantial upside from this point onwards.
My own buy order is still pending.
Regards,
Dubi
Hi Midas - you have a true knack for finding interesting companies!
Is the reduction in debt sufficient reason to justify (and expect) a higher share price than NUR has had over the past several months?
Do you think Fortissimo is investing in NUR with the expectation of an eventual buyout, or does Fortissimo have other plans?
Just at a quick glance, it doesn't look like NUR has been growing their business over the past several quarters (although if the last Q was really $25M, that is a very nice 25% increase)... will the infusion of cash help NUR improve their quarterly numbers as well?
Lastly, what would you suggest waiting for for an entry price?... Fortissimo paid .35, so that's my rough first guess of an entry point to shoot for.
Thanks as always... Aiming4.
Third time's the charm?
14.9.2005 | 09:37
Ami Ginsburg
Two Israeli firms that make wide-format printers have changed hands within the space of the past month: Scitex Vision and Nur Macroprinters (Nasdaq:NURM). But timing is all these two sales have in common.
Scitex was sold to HP for $230 million, earning its former owners a nice profit. Nur's sale to Yuval Cohen's Fortissimo fund, which was announced this week, is an attempt to rescue the company from the sinkhole of debt.
Fortissimo, which specializes in rehabilitating companies in crisis, purchased 56% of Nur for only $12 million, or 35 cents per share. It will henceforth appoint four of Nur's seven directors, with Cohen serving as chairman of the board.
As part of the deal, Nur's creditor banks have agreed to convert $14 million of the $43 million that the company owes them into share options, and another $5 million into promissory notes that will be replaced by shares after three years. In addition, Nur will give the banks $2 million of the money it receives from Fortissimo.
Cutting debt in half
Thus in total, the deal will reduce Nur Macroprinters' bank debt by almost half, to $22 million, and the banks will reschedule half of the remainder over the next 10 years. All of this will help Nur reduce its equity deficit, which stood at $27 million as of June 30, to about $10 million.
Originally, Nur was slated to be sold to a different investment fund, Inspire, for about $10 million. As part of this deal, the banks had agreed to convert $15 million of Nur's debt into shares.
Two months ago, however, Inspire backed out of the deal, forcing Nur to start desperately searching for new investors. Its situation became so grim that it had to issue a "going concern" warning after being unable to meet its financial obligations. The Fortissimo deal enables it to cancel this warning.
"Unlike two and a half years ago, today, the market in which Nur operates is in good shape," noted David Seligman, Nur's chief financial officer. "Today, we know where we stand and where it is possible to go. The fact that customers continued to buy Nur's machines despite its problematic financial situation is the best possible testament to the reputation and quality of these products. The financing Nur will receive from the deal [with Fortissimo] will suffice for all its needs for at least two years ahead."
In the first half of 2005, Nur had revenues of $38.7 million, an operating loss of $1.1 million and a net loss of $2.7 million. For the second quarter, it posted an operating loss of $687,000 on revenues of $20.3 million. Its reduced losses this year compared to previous years were due to layoffs and other cost-cutting measures.
Third owner in fifteen years
The sale to the Fortissimo fund still requires the approval of Nur's shareholders at a general assembly scheduled for next month. Assuming that the deal is approved, Fortissimo will be Nur's third owner since it was founded 15 years ago.
Nur was originally owned by its founder, Moshe Nur. Eight years ago, however, both the company and its owner developed financial problems, forcing Nur to sell his firm to an American investor, Dan Purjes, who will retain 10% of the company even after the Fortissimo sale. Nur's current financial problems began in 2000, when it took out a sizable bank loan to finance its acquisition of the American firm Salsa Digital.
Nur has been downgraded to the Nasdaq Pink Sheet, because its stock no longer meets the listing requirements of the Nasdaq main market. Over the last week, presumably due to rumors of the impending sale, its share price has surged by some 75%, from 36 cents to 63 cents
http://tinyurl.com/bubao
Dubi
David Seligman, CFO of Nur Macroprinters, Announces His Resignation
Thursday September 15, 12:44 pm ET
LOD, Israel--(BUSINESS WIRE)--Sept. 15, 2005--NUR Macroprinters Ltd. (Pink Sheets:NURM - News) announced that David Seligman has resigned from his position as Chief Financial Officer to pursue personal interests. The resignation will be effective October 14, 2005. The Company has hired a new Chief Financial Officer, who is expected to start on November 15, 2005, at which point the appointment will be formally announced. David Amir, President and CEO of NUR will serve as Acting CFO from October 15, 2005 until November 14, 2005.
David Seligman, said, "I've been with NUR for two years and I have very much enjoyed working with a company which has such potential. Over the past few months, together with the rest of management, I have worked very hard to improve the financial stability of the company to ensure long term growth. I believe that at this point, with the signing of the agreements regarding a new investment and restructuring of NUR's bank debt, NUR is back on the right track to success and it is time for me to move on."
David Amir, CEO of NUR Macroprinters said, "David has been an invaluable asset to our company over the particularly difficult recent period. We wish David the best of luck in his future endeavors and thank him for the very valuable work he has done for the company."
ABOUT NUR MACROPRINTERS LTD.
NUR Macroprinters (NURM.PK) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
http://biz.yahoo.com/bw/050915/155639.html?.v=1
Dubi
Fortissimo invests $12m in NUR Macroprinters
Fortissimo Capital and NUR's three lender banks to restructure Nur's outstanding bank debt.
Globes correspondent 13 Sep 05 09:58
Nur Macroprinters (Nasdaq: NURM), supplier of wide-format inkjet production printing systems for the out-of-home advertising market, announced that it has reached a definitive agreement with Fortissimo Capital Fund to invest $12 million in Nur.
Nur also announced that it, Fortissimo and Nur's three lender banks -- Bank Hapoalim (LSE: BKHD; TASE: POLI), Bank Leumi (TASE: LUMI), and Israel Discount Bank (TASE: DSCT) -- entered into definitive agreements to restructure Nur's outstanding bank debt.
The banks agreed to convert $14 million of Nur's outstanding debt into warrants to purchase ordinary shares, to convert $5 million into a non-interest bearing 3-year subordinated note, repayment of $2 million of the debt within 1 year and replacement of the remaining $22 million with new credit facilities. The credit facility will be divided into a revolving short-term credit line in the amount of $11 million for a 6-year period, and a long-term loan in the amount of $11 million for a 10-year period. Nur will not be required to make any principal payments under the new long term loan for a period of two years, and will have the option to repay the long-term loan after six years from the inception date of the new credit facility.
The Fortissimo investment and the agreement with Nur's lender banks have been approved by Nur's board of directors. Nur expects to schedule an October shareholders meeting to approve the deal.
Nur Macroprinters president and CEO David Amir said, "During the past few weeks, we have conducted discussions with several potential investors. We felt that Fortissimo's offer is in the best interests of our company, as it addresses our current financial needs, as well as the interests of the shareholders and the lender banks. With the completion of these transactions, we expect to achieve the financial stability needed to pursue our technological and business goals."
Fortissimo managing partner Yuval Cohen said, "Now that Nur's financial situation is under control, we will be able to focus the company on growing its business by increasing sales and marketing activities, releasing new and innovative products and solutions and enhancing customer service and support. We strongly believe that Nur's technology, product offering and multinational presence serve as a unique platform upon which to build and enhance Nur's position as a leading manufacturer of wide and super wide format digital printing systems."
Fortissimo's investment will be made in three installments. The first installment of $5 million will be made on, and as a condition to, the closing of the Fortissimo investment; the second installment of $5 million will be made within 90 days of the closing of the Fortissimo investment; and the final $2 million installment will be made on the first anniversary of the closing of the Fortissimo investment and will be used to reduce Nur's outstanding principal of outstanding bank debt by $2 million pursuant to the agreement reached with NUR's lender banks.
Nur will issue to Fortissimo approximately 34.3 million ordinary shares at $0.35 per share and 5-year warrants to purchase up to 25.7 million ordinary shares at an exercise price of $0.40 per share.
Upon closing of the first installment of the investment, Fortissimo will be entitled to elect a majority (four out of seven) of Nur's board of directors. Cohen is expected to be appointed chairman.
Published by Globes [online], Israel business news - www.globes.co.il - on Tuesday, September 13, 2005
Dubi
Fortissimo Capital to Invest $12 Million in NUR Macroprinters
Monday September 12, 2:03 pm ET
Lender Banks Agreed to Restructure NUR's Outstanding Bank Debt
LOD, Israel--(BUSINESS WIRE)--Sept. 12, 2005--NUR Macroprinters Ltd. (Pink Sheets:NURM - News), a leading supplier of wide-format inkjet production printing systems for the out-of-home advertising market, today announced that it has reached a definitive agreement with Fortissimo Capital Fund ("Fortissimo") to invest $12 million in NUR. NUR also announced that it, Fortissimo and NUR's three lender banks entered into definitive agreements. The banks agreed to convert $14 million of NUR's outstanding debt into warrants to purchase ordinary shares, to convert $5 million into a non-interest bearing 3-year subordinated note, repayment of $2 million of the debt within 1 year and replacement of the remaining $22 million with new credit facilities.
The Fortissimo investment and the agreement with NUR's lender banks have been approved by NUR's board of directors. The closing of the Fortissimo investment and the agreement with NUR's lender banks remain subject to shareholders' approval, certain regulatory and tax authorities' approvals, rulings as well customary closing conditions. NUR expects to schedule a meeting of the shareholders of NUR for October 2005 in order to seek the approval of its shareholders for the Fortissimo investment and the agreement with its lender banks.
"During the past few weeks, we have conducted discussions with several potential investors," said David Amir, President and CEO of NUR. "We felt that Fortissimo's offer is in the best interests of our Company, as it addresses the Company's current financial needs, as well as the interests of our shareholders and those of the lender banks. With the completion of these transactions, we expect to achieve the financial stability needed to pursue our technological and business goals."
Yuval Cohen, the Managing Partner of Fortissimo, stated, "Now that NUR's financial situation is under control, we will be able to focus the company on growing its business by increasing sales and marketing activities, releasing new and innovative products and solutions and enhancing customer service and support. We strongly believe that NUR's technology, product offering and multinational presence serve as a unique platform upon which to build and enhance NUR's position as a leading manufacturer of wide and super wide format digital printing systems."
Fortissimo Investment:
The definitive agreement with Fortissimo contemplates the issuance to Fortissimo of approximately 34.3 million ordinary shares at $0.35 per share and 5-year warrants to purchase up to 25.7 million ordinary shares at an exercise price of $0.40 per share. NUR has agreed to register the ordinary shares purchased, as well as the ordinary shares underlying the warrants.
The Fortissimo investment will be made in 3 installments. The first installment of $5 million will be made on, and as a condition to, the closing of the Fortissimo investment; the second installment of $5 million will be made within 90 days of the closing of the Fortissimo investment; and the final $2 million installment will be made on the first anniversary of the closing of the Fortissimo investment and will be used to reduce NUR's outstanding principal of outstanding bank debt by $2 million pursuant to the agreement reached with NUR's lender banks. Upon closing of the Fortissimo investment NUR will issue ordinary shares and warrants in consideration for the second and third installments to an escrow agent, to be held in trust pending payment of the second and third installments of the Fortissimo investment.
Upon closing of the first installment of the investment, Fortissimo will be entitled to elect a majority of the members of NUR's board of directors. It is expected that upon closing of the Fortissimo investment the board will consist of 7 directors, 4 of which will be elected by Fortissimo. Yuval Cohen, the Managing Partner of Fortissimo, is expected to be appointed as chairman of NUR's board of directors. NUR and Fortissimo also will enter into a management agreement which will become effective upon closing of the Fortissimo investment, for the services of all 4 board members, including the chairman, and other professional and management services to be provided by Fortissimo to NUR.
Fortissimo may decide not to proceed with the investment in NUR if it becomes aware, prior to the closing of the investment, of an event having an adverse effect on NUR of more than $3 million, including circumstances preventing NUR from holding the general meeting of shareholders for approval of the investment on or before October 30, 2005. NUR has undertaken a "No Shop" obligation and other restrictions during the period ending October 21, 2005.
Agreement with NUR's Lender Banks:
The definitive agreement with NUR's lender banks, Bank Hapoalim B.M., Bank Leumi le-Israel B.M. and Israel Discount Bank Ltd. contemplates, the conversion of an aggregate of $14 million of NUR's outstanding bank debt into 5-year warrants to purchase up to 8 million ordinary shares at an exercise price of $0.35 per share, the conversion of $5 million of NUR's outstanding bank debt into a non-interest bearing 3-year subordinated payable only in the event of NUR's liquidation. The subordinated note will be assigned to Fortissimo under an agreement between Fortissimo and NUR's lender banks. The agreement also calls for the $2 million third installment of the Fortissimo's investment to be used to repay $2 million of the remaining debt on the first anniversary of the closing of the Fortissimo investment and the agreement with NUR's lender banks. In addition, the Company has agreed to extend the expiration of 1.3 million existing warrants to purchase ordinary shares of the Company which were granted to the banks in the past by an additional period of 18 months. NUR has agreed to register the ordinary shares underlying the warrants.
NUR's remaining $22 million of outstanding bank debt after the $2 million payment referenced above, will be rescheduled for repayment under new credit facility. The credit facility will be divided into a revolving short-term credit line in the amount of $11 million for a 6-year period, and a long-term loan in the amount of $11 million for a 10-year period. NUR will not be required to make any principal payments under the new long term loan for a period of two years. NUR will have the option to repay the long-term loan after six years from the inception date of the new credit facility.
About NUR Macroprinters Ltd.
NUR Macroprinters (Pink Sheets:NURM - News) is a leading supplier of wide-format inkjet printing systems used for the production of out-of-home advertising materials. From entry-level photo-realistic printers to high-throughput production presses, NUR's complete line of cost-effective, reliable printing solutions and companion inks are helping customers in over 100 countries worldwide address the full spectrum of wide-format printing requirements. NUR customers, including commercial printing companies, sign printers, screen printers, billboard and media companies, photo labs, and digital printing service providers, count on NUR to help them deliver the high quality and fast turnaround they need to meet their clients' exacting demands and succeed in today's competitive marketplace. More information about NUR Macroprinters is available at www.nur.com.
About Fortissimo Capital
Fortissimo Capital is a private equity fund investing in public and private technology companies that require capital to expand their business. Fortissimo is a long term investor and seeks to partner with management to facilitate growth and maximize value. Fortissimo is backed by 15 financial institutions including insurance companies, banks and pension funds. More information about Fortissimo Capital is available at www.ffcapital.com.
http://biz.yahoo.com/bw/050912/126045.html?.v=1
Dubi
The White Knight charging to the rescue of the Damsel
in distress?!.
Very good.
Fortissimo to Nur's rescue?
12.9.2005 | 10:29
Oded Hermoni
Nur Macroprinters (Nasdaq:NURM) may have found a savior after all. Fortissimo Capital Funds is pursuing advanced negotiations to invest as much as $10 million in the beleaguered maker of wide-format printers.
The investment would rescue Nur from the verge of bankruptcy. The company had been in difficulties but sank further after Avi Wertheim's investment fund Inspire reneged at the last second from its pledge to invest $10 million in Nur.
Yuval Cohen, who runs Fortissimo, refused to comment for this report.
Dan Purjes, the company's chairman and owner of a 28% stake in Nur, had kept it afloat with a $1 million personal injection of cash. But the company's problem is its heavy debts to Israel Discount Bank (TASE: DSCT), Bank Leumi (TASE: LUMI ) and Bank Hapoalim (TASE: POLI ), amounting to $43 million.
Nur has not published financial statements for a year now, in fact since the third quarter of 2004. But Purjes recently divulged that Nur, which has 350 employees, achieved $25 million in revenues in the last quarter, and maintained profitability.
If Fortissimo does come on board, it would presumably insist on a sweeter deal with creditor banks than Inspire achieved. The banks might have to agree to forgive some debt and reschedule the rest.
Under Inspire's investment program in Nur, the banks were supposed to convert $15 million debt into equity, and reschedule the rest of the debt over seven years.
About two months ago Purjes suggested after an investment, in his case from Fortissimo, Nur might raise capital through a bond issue to return money to the banks.
Cohen founded Fortissimo in 2003 as a turnaround and buyout fund, with some $70 million under management. One of its biggest investors is Migdal Insurance (TASE: MGDL ). So far Fortissimo has made exactly one investment, on June 23, 2005 buying the 39% controlling interest in Telrad Networks from Koor Industries (NYSE:KOR). It paid $16.75 million for the pleasure. The international private equity fund HarbourVest International Private Equity Partners and Poalim Ventures joined Fortissimo in the investment.
http://tinyurl.com/c2q2s
Dubi
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