Workflow Management and Enterprise Acquisition Merger

New York-based Workflow Management—one of the nation’s leading providers of managed print and promotional product services—and Enterprise Acquisition announced that WF Capital Holding, the parent of Workflow, and Enterprise have signed a definitive merger agreement for $669 million. In addition, Workflow also has signed agreements to acquire additional businesses in the marketing services and promotional products industry, which may be completed prior to the closing of the merger with Enterprise. The current management of Workflow will remain in place to run the combined company after the merger. Workflow’s initial and largest shareholder, Perseus LLC, will stay invested in a significant part in the transaction.

Commenting on the proposed merger, Workflow’s Chief Executive Officer and Chairman Greg C. Mosher said, “Workflow’s ongoing success over the years has been the result of technologically advanced responses to emerging needs in promotional products, print and printed product distribution. At the core of this success is our unique Dual Network Advantage (DNA), which integrates the strengths of our Service Network with the efficiencies of our internal Manufacturing Network. These two networks link our clients with proprietary, industry-leading technology that streamlines every link in their supply chain from bidding and procurement through production and delivery. We believe this technology eliminates inefficiencies, enables collaboration, and connects clients with the manufacturing and service networks. By aggregating our clients’ spend, generating new efficiencies, and managing their solutions from end to end, we’re creating substantial savings that go straight to the client’s bottom line.”

Mosher went on to say the merger will further broaden Workflow’s financial capacity to expand its geographic reach to Asia/Pacific and Europe, which the company intends to achieve through both organic growth and acquisitions, while continuing to remain in the forefront of industry developments.

Consummation of the merger is conditioned on the Enterprise stockholders approving the merger, with the holders of fewer than 30 percent of the shares of Enterprise common stock voting against the merger and exercising their right to convert their shares into a pro-rata portion of Enterprise’s trust fund prior to the anticipated completion of the merger. Assuming the closing conditions are met, Enterprise anticipates completing the transaction in the fourth quarter of 2008 or early in the first quarter of 2009.