Ennis, Inc. (the “Company”), announced the signing of a Share Purchase Agreement to acquire all the outstanding stock of The Flesh Company and its wholly owned subsidiary, Impressions Direct, Inc. (collectively, “Flesh”). The closing will occur on July 15, 2019, but the transfer of ownership for the transactions contemplated by this Agreement shall be deemed for all purposes (including, without limitation, title, possession, financial reporting and tax purposes) as of 11:59 p.m. Dallas time on July 13, 2019 (the “Effective Date”). Flesh is a printing company with two locations. The St. Louis, Missouri location contains their corporate office and direct mail operations and their Parsons, Kansas location has their main manufacturing facility and warehouse. Ennis will buy the stock for cash, and the price is subject to certain working capital and escrow adjustments. Additional consideration in the form of an earn-out is also being established. Flesh had approximately $31.1 million in sales for the twelve months ended September 30, 2018 and sells mainly to distributors and resellers. The Company believes the transaction will be accretive to its shareholders.
Keith Walters, Chairman, President & CEO of the Company stated, “We are delighted to have the opportunity to combine the Flesh organization with the other operations of Ennis. The Flesh Company is truly regarded as one of the outstanding companies in the print industry with a heritage that dates back for more than 100 years. They provide business forms, checks, direct mail services, integrated products and labels. The addition of direct mail will continue to add to the capabilities we added with the recent acquisitions of Wright Business Graphics on the West Coast and Integrated Print Graphics in Chicago as well as expanding our integrated products and label capabilities.”
The operations will continue to operate as The Flesh Company and related brand names. All of the facilities will continue their normal operations in their current locations.