M&A Awards 2026: Kornit Digital acquires PrintFactory (Best Deal Small Cap 2026)

Deal Outline: 

A cross-border software transaction in which strategy, technology and execution came together: a Dutch cloud-native workflow and color management specialist was integrated into the platform of a NASDAQ-listed strategic buyer, while a complex international group structure, minority interests, data-driven valuation and a multidimensional earn-out all had to be brought to a successful close 

  

Why This Deal Should Win the Award for Best Deal Small-Cap 2026: 
Because BDO did not simply bring a buyer and a seller together, but built a technically complex bridge between international corporate structuring, SaaS economics, product development, founder retention and a listed buyer. The transaction proves that excellent dealmaking in the small-cap segment is determined above all by complexity and craftsmanship, not by size alone. 

Kornit Digital’s acquisition of PrintFactory is a textbook example of how a strategic small-cap transaction can have a far greater industrial impact than the deal value suggests. PrintFactory develops cloud-native software for workflow management, color management and production automation in digital printing environments. Kornit Digital saw this technology as an essential building block for connecting demand, production process and fulfilment within a single digital ecosystem. 

The rationale was clear, but the road to closing was exceptionally complex. The Dutch target operated through an international structure with activities and interests in multiple jurisdictions. Before closing, minority interests had to be acquired, shareholder and intercompany positions had to be settled, and all relevant activities had to be brought within the sale perimeter. At the same time, a valuation and transaction model had to be constructed for a company with SaaS revenues, maintenance, perpetual licenses, various local accounting systems and divergent revenue recognition logic. The final structure combined a cash consideration at closing with a detailed earn-out and a retention component in restricted stock units. The earn-out did not tie enterprise value to a single financial metric, but to revenue growth, product development and the winning of new PrintFactory customers within the Kornit ecosystem. In this way, the strategic deal thesis was translated into objective, measurable and protected performance after closing. 

Impact of This Deal on the Company: 

Continuity of the business, international growth opportunities and a retention program that ties key people to future value creation. The transaction required the entrepreneur and management to make their platform, international organization and vision for the future fully transparent, while remaining responsible for customers, employees and day-to-day operations. The chosen structure recognizes that technology only creates value when knowledge and entrepreneurship are retained. For that reason, the earn-out, operational involvement and employee incentives were not treated as separate price components, but as parts of a single, shared value-creation architecture. 

  

Impact of This Deal on Direct Stakeholders: 

Customers: Continuity of an open, technology-agnostic platform, combined with Kornit’s international scale and platform vision.  

Employees: Continuity of the business, international growth opportunities and a retention program that ties key people to future value creation. 

Seller / founder: A combination of value at closing, participation in future performance through the earn-out and involvement in the next growth phase. 

Buyer: Acceleration of the platform strategy and access to workflow, color management and production automation technology. 

Industry: A concrete example of the shift from hardware-driven production to connected software, automation and on-demand manufacturing. 

Impact of This Deal on Society: 

PrintFactory was not sold to become bigger, but to make a global industry smarter, more efficient and more sustainable. This deal accelerates the transition from producing for stock to producing on demand, and thereby touches the core of the digital and sustainable transformation of the manufacturing industry. Digitalization reduces waste, reprints and inefficient inventory-based production. The fashion and textile production chain is shifting from inventory-driven, analog production to digital, on-demand production. PrintFactory provides the software layer that makes files, colors, printers, locations and workflows controllable and reproducible. The technology supports, among other things, multi-device routing, automatic preflight, dynamic nesting, consistent color output and central control across multiple production locations. 

For Kornit, the acquisition means that its platform reaches beyond printing equipment alone. By adding PrintFactory’s open and technology-agnostic workflow capabilities, Kornit can strengthen the link between demand generation, production and fulfilment. This reduces operational friction in the transition to digital production and supports more efficient use of materials and ink, fewer errors and a more consistent end product. 

In addition, the transaction strengthens the competitiveness of an innovative Dutch software company on a global scale. What began as a Dutch technology pioneer becomes part of an international digital production platform. As a result, PrintFactory’s technology, employees and customers gain access to a global ecosystem, while Dutch innovation takes a central role in the further digitalization of the manufacturing industry. 

Most Complex Aspect of This Deal: 

This deal is small cap in size, but large cap in complexity. It combined an international pre-closing group reorganization, heterogeneous SaaS data, a strategic product earn-out, a listed buyer and an integrated notarial fund flow. 

  

PrintFactory is a Dutch software pioneer that controls the workflow, color consistency and production automation behind digital printing environments. Kornit Digital wanted to add that technology to its global platform for on-demand fashion and textile production.” The strategic fit was convincing. The execution was anything but simple. Before closing, international group entities, minority interests, intercompany positions and local arrangements had to be brought into a single sale perimeter. At the same time, we reconstructed a defensible picture of recurring revenue and ARR from various accounting systems and platform data. We then designed a consideration structure in which USD 7 million at closing was combined with an earn-out of up to USD 3.5 million and retention through RSUs. That earn-out measures not only revenue, but also product delivery and new customers within the Kornit ecosystem. In this way, the strategic rationale was made legally and financially measurable. Finally, we brought all actions together in a double-entry fund flow and a precisely orchestrated closing sequence. Every dollar, debt position and share transaction had to close at the same moment. That is why this transaction is a technical tour de force: BDO brought strategy, SaaS economics, cross-border structuring and closing mechanics together in one robust solution.” 

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