JOINT PRESS RELEASE FROM NPM CAPITAL, PUNCH INTERNATIONAL AND PUNCH GRAPHIX

Regulated information

Punch International accepts NPM CAPITAL offer; Punch Graphix supports transaction

25 March 2010 18:30 CET – Following the press release from Punch on 23 March 2010, Punch International nv (‘Punch’) and NPM CAPITAL (‘NPM’) have announced that they have reached agreement on the sale of Punch’s controlling interest in Punch Graphix NV (‘Punch Graphix’).

This transaction is the result of intensive discussions between NPM and Punch, leading to an offer from NPM which was presented to Punch’s Board of Directors on 23 March. The Board examined the offer, and further discussions resulted earlier today in the signing of a formal sale agreement. Punch’s Board is being advised by KBC Securities.

The Supervisory Board of Punch Graphix has also confirmed that it will support the transaction, provided the valuation is confirmed on the basis of a fairness opinion drawn up by a reputable merchant bank.

Structure
Punch currently holds 19,056,297 shares in Punch Graphix, i.e. 66.37% of the fully diluted share capital of Punch Graphix. Punch Graphix holds 2,412,209 treasury shares (8.40%), and a further 7,241,904 shares (25.23% of the fully diluted share capital) are freely traded on Euronext Amsterdam. The sale relates to all 19,056,297 Punch Graphix shares held by Punch.

Obligatory public takeover bid
NPM hopes to complete the acquisition of the controlling stake before the end of the summer. Directly afterwards, in accordance with Dutch legislation in this area, NPM will initiate the procedure for the obligatory public bid for the remaining shares in Punch Graphix, at the same price as that paid to Punch, with a view to the delisting of Punch Graphix.

Valuation
NPM is to pay a price of 4.65 euros per Punch Graphix share, calculated on the basis of 91.6% of the fully diluted share capital (thus excluding the treasury shares held by Punch Graphix). This represents a premium of about 125% compared with the average closing price of Punch Graphix shares over the last three months.

The price offered for the 19,056,297 Punch Graphix shares held by Punch amounts to 88,611,781 euros, and is payable in cash on the transaction’s closing date, minus 5,000,000 euros which is the subject of an escrow arrangement relating to the guarantees that NPM has agreed with Punch.

The transaction stipulates that prior to the transfer of the controlling interest and the public takeover bid, Punch Graphix’s stake in Accentis will be distributed to Punch Graphix’s shareholders. This means that, in addition to the price of the public takeover bid, Punch Graphix shareholders can also achieve an indicative value of approximately 0.17 euros (depending on the Accentis share price on the date of distribution).

Conditions
Among other things, the transaction is conditional on the satisfactory outcome of a preliminary due diligence of Punch Graphix and its subsidiaries.

NPM has also laid down the condition that, prior to the transfer of the controlling stake, all links between Punch and Punch Graphix should be severed. The stake in Accentis held by Punch Graphix will be distributed beforehand to the latter’s current shareholders. Prior to this, Punch Graphix’s debt claim with respect to Accentis will be taken over by Punch for the sum of 24 million euros. Finally, the conditions precedent for transactions of this kind apply, including approval by the competent competition authorities.

Continuity
If the transaction takes place, NPM has expressed the intention to act on the basis of a long-term investment philosophy, supporting Punch Graphix’s management in the further development of the business by investing in the sales organisation and in research and development.

Wim Deblauwe, CEO Punch International: “After careful consideration and the receipt of advice, Punch’s Board of Directors has decided to accept NPM’s offer. We believe that both the conditions of the offer and the proposed price are attractive for our shareholders.”

Herman olde Bolhaar, Chairman of the Supervisory Board of Punch Graphix: “This is a logical step in the further development of the business. We therefore believe that the proposed transaction can serve the interests of all stakeholders.”

Wim Maes, CEO Punch Graphix: “NPM CAPITAL has explicitly expressed its intention to support the current management of Punch Graphix in the further development of the company if the transaction goes ahead. This offers opportunities for our business in the areas of R&D, development and the further elaboration of our sales strategy.”

Philip Ghekiere, investment director NPM Belgium: "We are delighted to be able to invest in a leading technology company in our first acquisition on the Belgian market since the opening of our Brussels office in 2008. Moreover we have firm faith in the management’s plans to reinforce the sales organisation and undertake a focused expansion of the product range by means of research and development."

About NPM CAPITAL
NPM Capital (www.npm-capital.com) is an investment company which has now been active for over 60 years in the provision of growth capital and the financing of buy-outs in Benelux. NPM CAPITAL is part of SHV Holdings N.V. (www.shv.nl), a family group active in energy, distribution and industrial services. NPM CAPITAL has been present in Belgium with a local team since September 2008, with the ambition of building up a portfolio of high-quality businesses. NPM CAPITAL holds stakes in Dujardin Foods, Desso, Continental Bakeries and Vanderlande Industries among others.

About Punch International
Founded in 1982, Punch has since grown to become a diversified industrial holding company. Punch seeks to achieve long term capital growth by acquiring majority stakes in a varied portfolio of companies with a view to unlocking implicit value. Acting as a catalyst of proven and potentially successful technologies, Punch provides the necessary funds to realise their commercial breakthrough. As a consolidator, Punch focuses on gaining critical mass in order to establish a leading market position in the segments in which it operates. For 2009 Punch achieved sales of 194.8 million euros. Punch has been listed on Euronext Brussels since 1999 (ticker: PUN). All press releases and other information are available online at www.punchinternational.com and www.euronext.com.

About Punch Graphix
Punch Graphix provides innovative, competitive and environmentally friendly imaging and printing solutions for the global graphics industry. Under the Xeikon brand name, Punch Graphix designs, develops and delivers high-end digital colour printing systems, software and consumables for the commercial, document printing and industrial markets. Under the basysPrint brand and as an OEM supplier, Punch Graphix designs, develops and delivers mid to high-end imaging systems for offset prepress commercial and newspaper markets. With a clear-minded focus on R&D, Punch Graphix is solely dedicated to customer satisfaction and aims to deliver cost-effective graphic excellence that goes beyond all expectations. Punch Graphix is listed on Euronext Amsterdam by NYSE Euronext (PGX). Website: www.punchgraphix.com.

More information
Punch International: Investor Relations – Punch International – Ter Waarde 64 – 8900 Ypres - Belgium - Tel.: +32 (0)57 221 280 - Fax: +32 (0)57 222 281 – E-mail: investor.relations@punchinternational.com

Punch Graphix: Wim Maes – CEO – Punch Graphix – Brieversstraat 70, Eede – 4529 GZ Netherlands – Tel: ++31 (0)117 37 50 20 - E-mail: wim.maes@punchgraphix.com

NPM Capital: Philip Ghekiere - Investment director – Rue de Ligne 13 – 1000 Brussels – Belgium - Tel: +32 2 21 06 90 – E-mail: ghekiere@npm-capital.com