Matthews International (MATW) Investor Presentation summary

Transaction summary

• SGK Brand Solutions will be sold to a new entity formed by affiliates of SGS & Co, combining SGS and SGK into a leading brand experience and technology-enabled solutions provider.

• The combined entity is valued at approximately $900 million, with an adjusted trailing-twelve-months EBITDA multiple of 9.0x.

• Over $50 million in annual run-rate cost synergies are expected from the combination.

• Upfront consideration includes $250 million in cash, $50 million in preferred equity, and $50 million in retained trade receivables; a 40% common equity interest in the new entity is also retained.

• Matthews will retain its German roto-gravure packaging business and related investments, and will use cash proceeds primarily for debt repayment.

Strategic rationale and benefits

• The transaction simplifies the corporate structure and realizes significant value for the SGK Brand Solutions segment.

• Enables immediate debt reduction and provides retained upside through equity in the new entity.

• Offers potential for additional shareholder value creation.

Financial and operational impact

• SGK is valued at a premium multiple, and the transaction is expected to reduce Matthews' LTM net leverage to less than 3.0x.

• Net cash proceeds will be used predominantly to delever, with other consideration reducing debt as received.

• The new entity will be led by Gary R. Kohl as CEO and Matthew T. Gresge as Executive Chairman.

• Provides a pathway for a full exit of the SGK business at an attractive valuation.