Matthews Intl Corp Files Proxy Materials

Ticker: MATW · Form: DEFA14A · Filed: Jan 14, 2025 · CIK: 63296

Sentiment: neutral

Topics: proxy-statement, sec-filing, corporate-governance

TL;DR

Matthews Intl Corp just dropped their proxy statement, shareholders need to check it out.

AI Summary

Matthews International Corporation filed a Definitive Additional Materials proxy statement on January 14, 2025. This filing relates to the company's proxy materials, likely concerning upcoming shareholder votes or corporate governance matters. The filing was made under the 1934 Act and is associated with SEC file number 000-09115.

Why It Matters

This filing provides shareholders with important information regarding corporate governance and voting matters, allowing them to make informed decisions about the company's direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain information that inherently increases risk for investors.

Key Numbers

Key Players & Entities

FAQ

What type of proxy statement was filed by Matthews International Corporation?

Matthews International Corporation filed a Definitive Additional Materials proxy statement.

On what date was this filing made?

The filing was made on January 14, 2025.

What is the SEC file number for this filing?

The SEC file number is 000-09115.

What is the company's Central Index Key (CIK)?

The company's Central Index Key is 0000063296.

In which state was Matthews International Corporation incorporated?

Matthews International Corporation was incorporated in PA.

Filing Stats: 4,225 words · 17 min read · ~14 pages · Grade level 16.8 · Accepted 2025-01-14 08:00:59

Key Financial Figures

Filing Documents

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 MATTHEWS INTERNATIONAL CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On January 14, 2025, members of the management team of Matthews International Corporation delivered the attached presentation to the Needham Growth Conference. A copy of the presentation can be found below. SGK TRANSACTION OVERVIEW C O N F I D E N T I A L TRANSACTION OVERVIEW TRANSACTION SUMMARY Matthews to sell SGK Brand Solutions ("SGK") to a newly formed entity created by affiliates of SGS & Co ("SGS") Combination of SGS and SGK represents a world-class leader in brand experience and technology- enabled brand solutions Combined enterprise value of approximately $900 million, representing an adjusted trailing-twelve- months EBITDA multiple of 9.0x Expected to achieve over $50 million in annual run-rate cost synergies Matthews to realize upfront consideration of $350 million at closing while still benefiting from synergy - driven value creation Consideration includes $250 million cash at closing, $50 million of preferred equity in the new entity, and approximately $50 million in trade receivables under the Matthews' securitization program which Matthews will retain Matthews will also receive a 40% interest in the common equity of the new entity, creating opportunity for retained upside Matthews will also retain its German roto-gravure packaging business and other related investments currently within the SGK Brand Solutions reporting segment Matthews to utilize cash proceeds predominantly for immediate debt repayment CLOSING CONDITIONS Transaction expected to close by mid-2025 pending customary regulatory approvals 2 C O N F I D E N T I A L PROACTIVELY ADVANCING MATTHEWS' STRATEGY Simplifies Matthews' corporate structure Realizes significant value for the SGK Brand Solutions segment Allows for an immediate reduction in debt Retained upside in the new entity Potential for additional shareholder value creation 3 C O N F I D E N T I A L TRANSACTION HIGHLIGHTS Transaction values the SGK business at 9.0x adjusted trailing-twelve-months EBITDA, a premium to its existing multiple The combination provides the opportunity to realize substantial run-rate cost synergies of over $50 million annually Given the potential to create substantial value for shareholders through the realization of synergies, Matthews is retaining a 40% common equity stake in the new entity The transaction better positions the new entity to deliver the cutting-edge solutions that clients demand, and to further penetrate the market for marketing execution services Provides a pathway for a full exit of the SGK business at an attractive valuation Net cash proceeds from the transaction will predominantly be used to delever, while other consideration will be used to reduce debt as it is received Pro-forma for the transaction, Matthews' LTM net leverage will be less than 3.0x Gary R. Kohl, current President of SGK, will lead the new entity as CEO, and Matthew T. Gresge, the current CEO of SGS, will become Executive Chairman of the Board of the new company 4 NEEDHAM GROWTH CONFERENCE JANUARY 14, 2025 BUSINESS OVERVIEW Revenue by Segment ~11,000+ EMPLOYEES 6 CONTINENTS 300+ LOCATIONS 30 COUNTRIES Revenue by Geography Across three unique segments and dozens of countries, Matthews maintains market leadership positions due to its consistently high standards, comprehensive product offerings and decades of expertise Note: Revenue segmentation charts reflect FYE 2024 Matw: Innovation from our roots Deep Industry Expertise P a platform for continued evolution and growth Trusted Leader in Stable Market High-Growth Technology Innovator Exposure to Favorable Industry Tailwinds P Leading Market Positions P Longstanding Customer Relationships P Broad Geographical Footprint P Diverse End Markets P Predictable Revenue Streams P Legacy Products and Innovative Technologies P Leading provider of memorialization products, including memorials, caskets, cremation-related products, and cremation and incineration equipment, primarily to cemetery and funeral home customers Designer, manufacturer, and distributor of high-tech custom energy storage solutions, product identification, and wa

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