SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger agreement, the merger and the other matters being considered at the meeting. See “Where You Can Find More Information” beginning on page 150. Each item in this summary refers to the page of this proxy statement/prospectus on which a more detailed discussion of that subject is located or begins.

Parties to the Merger (page 46)

Matthews

Matthews International Corporation

Two North Shore Center

Pittsburgh, Pennsylvania 15212-5851

Tel: (412) 442-8200

Matthews is a designer, manufacturer and marketer principally of memorialization products and brand solutions. Memorialization products consist primarily of bronze and granite memorials and other memorialization products, caskets and cremation equipment for the cemetery and funeral home industries. Brand solutions include graphics imaging products and services, marking and fulfillment systems, and merchandising solutions. Matthews’ products and services include cast bronze and granite memorials and other memorialization products; caskets; cast and etched architectural products; cremation equipment and cremation-related products; mausoleums; brand management, printing plates and cylinders, pre-press services and imaging services for the primary packaging and corrugated industries; marking and coding equipment and consumables; industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying various consumer and industrial products; and merchandising display systems and marketing and design services.

Matthews common stock is listed on the NASDAQ under the symbol “MATW.”

Merger Sub and Merger Sub 2

Matthews International Corporation

Two North Shore Center

Pittsburgh, Pennsylvania 15212-5851

Tel: (412) 442-8200

Merger Sub, a newly formed Delaware corporation, and Merger Sub 2, a newly formed Delaware limited liability company, are wholly-owned subsidiaries of Matthews. Merger Sub and Merger Sub 2 were formed solely for the purpose of effecting the transactions contemplated by the merger agreement and have not carried on any activities other than in connection with the mergers.

SGK

Schawk, Inc.

1695 South River Road

Des Plaines, Illinois 60018

Tel: (847) 827-9494

SGK provides comprehensive brand development and brand deployment services to clients primarily in the consumer packaged goods, retail and life sciences markets. SGK creates and sells its clients’ brands, produces brand assets and protects brand equities to help clients drive brand performance. SGK currently delivers its services in over 20 countries across North and South America, Europe, Asia and Australia. Headquartered in Des Plaines, Illinois, SGK has been in operation since 1953 and is incorporated under the laws of the State of Delaware.

SGK’s common stock is listed on the NYSE under the symbol “SGK.”

The Merger (page 99)

Matthews and SGK propose that Matthews acquire SGK by merging Merger Sub with and into SGK. Upon completion of the merger, the separate corporate existence of Merger Sub will cease and SGK will continue as the surviving entity in the merger and become a wholly-owned subsidiary of Matthews. Immediately following the merger, SGK will be merged with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly-owned subsidiary of Matthews. Following the merger, Matthews expects to continue to operate the SGK businesses under the “SGK” name

A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully in its entirety because it is the legal agreement that governs the merger.

Merger Consideration (page 99)

Upon completion of the merger, each outstanding share of SGK common stock will be converted into the right to receive 0.20582 of a share of Matthews common stock and $11.80 in cash. Matthews will not issue fractional shares in the merger. Instead, it will pay cash for fractional shares of common stock in an amount, less any required withholding taxes, equal to the arithmetic average of the average daily high and low sales prices per share of Matthews common stock as reported on the NASDAQ during the 10 trading days immediately preceding the date on which the merger is consummated.

If the merger were completed on [                    ], 2014, the last practicable date before the date of this proxy statement/prospectus, and you owned 100 shares of SGK common stock immediately prior to the effective time of the merger, you would have received at the effective time of the merger:

Voting Agreements (page 115)

The Schawk family stockholders have entered into voting agreements, pursuant to which they have agreed to vote their shares of SGK common stock, representing approximately 61.6% of the shares of SGK common stock outstanding as of the close of business on the record date, in favor of the adoption of the merger agreement. Under the DGCL, the merger agreement will be adopted if the proposal to adopt the merger agreement is approved by the affirmative vote of holders of a majority of the outstanding shares of SGK common stock entitled to vote thereon. Accordingly, if the Schawk family stockholders vote their shares in favor of the adoption of the merger agreement in compliance with the terms of the voting agreements, the merger agreement will be adopted by the requisite vote of SGK’s stockholders under the DGCL.

Material United States Federal Income Tax Consequences (page 122)

It is a condition to the obligations of each of Matthews and SGK to complete the merger that each party will receive an opinion of counsel to the effect that the mergers, together, will qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and that Matthews and SGK will each be a party to the reorganization within the meaning of Section 368(b)(2) of the Code. In addition, in connection with the filing of the registration statement of which this document is a part, Cohen & Grigsby, P.C. (which we refer to as “Cohen & Grigsby”), as counsel to Matthews, and Vedder Price P.C. (which we refer to as “Vedder Price”), as counsel to SGK, have delivered opinions to Matthews and SGK, respectively, to the same effect as the opinion described above. These opinions will be based on facts, representations and assumptions set forth or referred to in the opinions and on representation letters provided by Matthews and SGK. Accordingly, and based on the foregoing opinions, as of the date of this proxy statement/prospectus, in general, (1) the mergers, together, will qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code; (2) Matthews and SGK will each be a “party to that reorganization” within the meaning of Section 368(b)(2) of the Code; and (3) you will recognize gain, but not loss, equal to the lesser of: (a) the amount of cash you receive in the merger (other than cash received in lieu of a fractional share) or (b) the excess, if any, of (i) the sum of the amount of the cash (other than cash received in lieu of a fractional share) and the fair market value of Matthews common stock (including the value of any fractional share) that you receive in the merger, determined as of the closing date of the merger, over (ii) your tax basis in the SGK common stock surrendered in the merger. Additionally, you will generally recognize gain or loss on any cash that you receive in lieu of a fractional share of Matthews common stock. You should read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the transaction, including the limitations, exceptions, assumptions and conditions set forth therein. Tax matters can be complicated, and the tax consequences of the transaction to you will depend on your particular tax situation. Accordingly, you are urged to consult your own tax advisors to determine the particular federal, state, local or foreign income, reporting or other tax consequences of the merger to you.

Recommendations of SGK’s Board of Directors and Special Committee (page 66)

In connection with the merger SGK’s board of directors established the Special Committee with full power and authority to review, evaluate and negotiate a potential transaction with Matthews or any other party on behalf of SGK, including the power to terminate negotiations with Matthews and reject any proposed transaction, and to review and evaluate such other strategic alternatives as it deemed appropriate. The Special Committee and SGK’s board of directors each has determined that the merger agreement and the merger are advisable and are fair to, and in the best interests of, SGK and its stockholders (including, in the case of the Special Committee, the stockholders unaffiliated with the Schawk family stockholders). After careful consideration, following the recommendation of the Special Committee, SGK’s board of directors recommends that SGK stockholders vote “FOR” adoption of the merger agreement. For the factors considered by the Special Committee in making its recommendation to the SGK board and by the SGK board in reaching its decision to approve the merger agreement, see “The Merger — Recommendations of SGK’s Board of Directors and Special Committee; Reasons for the Recommendations” beginning on page 66.

In addition, SGK’s board of directors recommends that SGK stockholders vote “FOR” the other proposals described in this proxy statement/prospectus.

Opinion of Financial Advisor to SGK (page 70 and Annex E)

On March 16, 2014, Macquarie Capital (USA) Inc. (which we refer to as “Macquarie”) rendered its oral opinion to SGK’s board of directors (which was subsequently confirmed in writing by the delivery of Macquarie’s written opinion addressed to SGK’s board of directors dated the same date) to the effect that, as of

March 16, 2014, the merger consideration to be received by the unaffiliated holders of SGK common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. For purposes of Macquarie’s analyses and opinion, the term, “unaffiliated holders of SGK common stock” was defined as the holders of SGK common stock other than holders of SGK common stock that entered into the voting agreement and their respective affiliates, and the term, “transaction” was defined as the merger together with the second merger.

Macquarie’s opinion was directed to SGK’s board of directors (in its capacity as such), and only addressed the fairness, from a financial point of view, to the unaffiliated holders of SGK common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the transaction. The summary of Macquarie’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex E to this proxy statement/prospectus, and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Macquarie in preparing its opinion. However, neither Macquarie’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and they do not constitute, a recommendation to any holder of SGK common stock as to how such holder should vote or act on any matter relating to the transaction.

Opinion of Financial Advisor to the Special Committee of SGK’s Board of Directors (page 76 and Annex F)

On March 16, 2014, at a meeting of the Special Committee, William Blair & Company, L.L.C. (which we refer to as “William Blair”) rendered to the Special Committee its oral opinion, which was confirmed in writing later that day, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by William Blair, the per share consideration of 0.20582 of a share of Matthews common stock and $11.80 in cash, without interest, to be paid pursuant to the merger agreement was fair, from a financial point of view, to the holders of the SGK common stock (other than Matthews and its affiliates).

The full text of the written opinion of William Blair, dated March 16, 2014, is attached as Annex F to this proxy statement/prospectus and is incorporated in its entirety into this proxy statement/prospectus by reference. Holders of shares of SGK common stock are urged to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by William Blair in conducting its financial analyses and rendering its opinion. The investment banking services and opinion of William Blair were provided for the use and benefit of the Special Committee (in its capacity as such) in connection with its consideration of the transactions contemplated by the merger agreement (referred to as the “transaction”). The opinion of William Blair is limited to the fairness, from a financial point of view, of the merger consideration to the holders of shares of SGK common stock (other than Matthews and its affiliates). The opinion of William Blair does not address any other aspect of the transaction or any related transaction, and does not constitute a recommendation to any stockholder as to how that stockholder should vote with respect to the merger agreement or the transaction. William Blair did not address the merits of the underlying decision by SGK to engage in the transaction. The foregoing summary of William Blair’s opinion is qualified in its entirety by reference to the full text of the opinion.

See “— The Merger — Opinion of Financial Advisor to the Special Committee of SGK’s Board of Directors” on page 76.

Interests of SGK’s Directors and Executive Officers in the Merger (page 93)

In considering the recommendation of SGK’s board of directors that SGK stockholders vote in favor of the adoption of the merger agreement, SGK stockholders should be aware that certain directors and executive officers of SGK may have interests in the merger that may be different from, in addition to or in conflict with the interests of other SGK stockholders generally. These interests include, among other things, the cash-out of outstanding stock options held by directors and executive officers and the cash-out or immediate settlement of restricted stock units, stock appreciation rights and long-term cash incentive awards held by executive officers. See the section entitled “The Merger — Interests of SGK’s Directors and Officers in the Merger” for a further description of these and other interests of SGK’s directors and executive officers.

Regulatory Approvals Required for Completion of the Merger (page 97)

Matthews and SGK agreed to use their reasonable best efforts to make all filings and obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These filings include filings under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the “HSR Act”), with the United States Federal Trade Commission, or the FTC, and the Antitrust Division of the United States Department of Justice, or the DOJ, and any required foreign antitrust filings. On March 31, 2014, the FTC granted early termination of the waiting period under the HSR Act. In addition, no additional regulatory approvals are anticipated to be required in order to complete the merger.

Expected Timing of the Merger

Matthews and SGK are working towards completing the merger promptly and currently expect to complete the merger in the third calendar quarter of 2014, subject to the adoption of the merger agreement by SGK’s stockholders and other usual and customary closing conditions. However, no assurance can be given as to when, or if, the merger will occur.

Financing (page 92)

On March 14, 2014, Matthews received a commitment letter (which we refer to as the “Citizens commitment letter”) from RBS Citizens, N.A. and Citizens Bank of Pennsylvania (which we refer to together as “Citizens”). The Citizens commitment letter provides, subject to certain conditions, for an amendment of Matthews’ existing senior credit facility to increase the revolving credit facility availability thereunder by $350 million, which will be used in part to fund the cash merger consideration. The completion of the merger is not subject to a financing condition. Since entering into the Citizens commitment letter, Matthews and Citizens have had discussions, and currently intend, to increase the revolving credit availability at closing by $400 million to $900 million.

Treatment of SGK Equity-Based and Cash-Based Awards (page 93)

As a result of the entry into the merger agreement between SGK and Matthews and Matthews’ entry into voting agreements with certain Schawk family stockholders, outstanding SGK equity awards, including those held by SGK executive officers, became subject to accelerated vesting (or pro-rated accelerated vesting) or settlement. Under the terms of the merger agreement, outstanding awards of stock options, restricted stock units or “RSUs,” and stock-settled appreciation rights, or “SARs,” were cancelled in exchange for cash based on the per-share consideration to be paid to SGK stockholders in the merger. Additionally, outstanding long-term cash incentive awards, including those held by SGK executive officers, became payable in amounts determined in accordance with the terms of the awards.

No Solicitation by SGK (see page 107)

In the merger agreement, SGK has agreed not to, and has agreed to direct its subsidiaries and representatives not to, directly or indirectly, solicit, initiate, or knowingly encourage the submission of any proposal to acquire SGK, or any inquiry, proposal or offer that is reasonably likely to lead to a proposal to acquire SGK. In addition, SGK has agreed not to participate in discussions or negotiations with any third party regarding such a proposal, or furnish any non-public information to a third party with respect to any such proposal. However, if SGK (i) receives an unsolicited, written acquisition proposal from a third party prior to the adoption of the merger agreement by SGK’s stockholders that did not result from a breach of the merger agreement, (ii) SGK’s board of directors or Special Committee determines in good faith (after consultation with outside counsel and financial advisors) that such proposal constitutes or is reasonably likely to lead to a superior proposal and (iii) SGK’s board of directors or Special Committee determines in good faith (after consultation with outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable law, then at any time prior to the adoption of the merger agreement by SGK’s stockholders SGK may furnish information with respect to SGK and its subsidiaries to such third party and participate in discussions or negotiations, provided that, among other things, SGK is required to advise Matthews of its receipt of any acquisition proposal within 24 hours and to keep Matthews informed in all material respects of the status and material terms of any such acquisition proposal.

Adverse Recommendation Change (see page 108)

Under the merger agreement, subject to certain exceptions described below, neither SGK’s board of directors nor its Special Committee may (i) withdraw or modify in a manner adverse to Matthews or Merger Sub its recommendation that SGK’s stockholders vote to adopt the merger agreement or approve or recommend any acquisition proposal or adopt any resolution to take any such action, or (ii) cause or authorize SGK to enter into agreement that is, is intended to, or is reasonably likely to lead to, an acquisition proposal. However, SGK’s board of directors or the Special Committee may, if it determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable law: (y) make an adverse recommendation change in response to either a superior proposal or an intervening event which is defined as material changes in circumstances that are not related to an acquisition proposal and were not known to, nor reasonably foreseeable by SGK’s board of directors or the Special Committee prior to the date of the merger agreement, or (z) solely in response to a superior proposal received after the date of the merger agreement that did not result from a breach of the non-solicitation provisions of the merger agreement, cause SGK to terminate the merger agreement and concurrently enter into a binding alternative acquisition agreement with respect to such superior proposal.

Neither SGK’s board of directors nor the Special Committee may make an adverse recommendation change in response to a superior proposal or terminate the merger agreement or enter into an alternative acquisition agreement unless: (i) SGK promptly notifies Matthews in writing at least three business days before taking any such action of its intention to do so, and specifying the reasons therefor, and provides the information required by the merger agreement, (ii) SGK keeps Matthews reasonably informed of developments with respect to such superior proposal, (iii) during the notice period SGK and its financial and legal advisors negotiate with Matthews in good faith (to the extent Matthews seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by the merger agreement proposed by Matthews, and (iv) prior to the expiration of the notice period, Matthews does not make a bona fide proposal to adjust the terms and conditions of the merger agreement or, if Matthews has made such a proposal, SGK’s board of directors or Special Committee has determined in good faith (after consultation with outside counsel and its financial advisor) that such proposal does not either cause such initial superior proposal to cease to be a superior proposal or cause the failure to terminate the merger agreement and enter into an alternative acquisition agreement with respect to such superior proposal no longer to be inconsistent with its fiduciary duties under applicable law.

Neither SGK’s board of directors nor the Special Committee may make an adverse recommendation change in response to an intervening event unless: (i) SGK provides Matthews with written information describing such intervening event in reasonable detail as soon as reasonably practicable after becoming aware of it, (ii) SGK keeps Matthews reasonably informed of developments with respect to such intervening event, (iii) SGK notifies Matthews in writing at least three business days before making an adverse recommendation change with respect to such intervening event of its intention to do so and specifies the reasons therefor, (iv) during the notice period SGK and its financial and legal advisors negotiate with Matthews in good faith (to the extent Matthews seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by the merger agreement proposed by Matthews, and (v) prior to the expiration of the notice period, Matthews does not make a bona fide proposal to adjust the terms and conditions of the merger agreement or, if Matthews has made such a proposal, SGK’s board of directors or Special Committee has determined (after consultation with outside counsel and its financial advisor) such proposal does not cause the failure to make an adverse recommendation change no longer to be inconsistent with SGK’s board of directors’ fiduciary duties under applicable law.

Conditions to the Closing of the Merger (see page 111)

Matthews’ and SGK’s obligations to complete the merger are subject to the satisfaction or waiver of the following conditions:

In addition, the obligations of Matthews to complete the merger are subject to the satisfaction or waiver of the following conditions:

In addition, the obligation of SGK to complete the merger is subject to the satisfaction or waiver of the following conditions:

Termination of the Merger Agreement (see page 112)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by SGK’s stockholders:

Termination Fee; Expense Reimbursement (see page 113)

SGK will pay Matthews the amount of $10.5 million in cash, which we refer to as the “SGK termination fee”, if:

In addition to the SGK termination fee, SGK is required to reimburse Matthews for up to $2.0 million of its transaction expenses if:

In addition, in the event that the merger agreement is terminated and SGK, the Schawk family stockholders or any of their respective affiliates enter into an acquisition transaction within 18 months following the date of such termination, each Schawk family stockholder is obligated under the terms of such stockholder’s voting agreement to pay to Matthews an amount in cash (for each share of SGK common stock owned by such Schawk family stockholder that is subject to the acquisition transaction) equal to the amount by which the value of the consideration received by such Schawk family stockholder per share of SGK common stock in such alternative transaction exceeds $20 per share; provided that in no event shall the total payments to Matthews exceed $3.0 million.

Matthews will pay SGK the amount of $3.0 million in cash (which we refer to as the “Matthews termination fee”) and reimburse SGK for up to $5.0 million of its transaction expenses if either SGK or Matthews terminates the merger agreement because Matthews is required to call a special meeting of its shareholders to approve the issuance of shares of Matthews common stock in the merger and such approval is not obtained at the meeting.

Appraisal Rights (see page 143)

Under Delaware law, record holders of SGK common stock who do not vote in favor of the adoption of the merger agreement and who comply with the procedures of Section 262 of the DGCL are entitled to appraisal rights if the merger is completed. Under Section 262 of the DGCL, as a result of completion of the merger, holders of shares of SGK common stock, with respect to which appraisal rights are properly demanded and perfected and not withdrawn or lost, are entitled, in lieu of receiving the merger consideration, to have the “fair value” of their shares at the effective time of the merger (exclusive of any element of value arising from the accomplishment or expectation of the merger) judicially determined and paid to them in cash. This value could be more than, the same as, or less than the value of the merger consideration. The relevant provisions of the DGCL are included as Annex D to this proxy statement/prospectus. You are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, SGK stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in loss of the right of appraisal.

Board of Directors and Management of Matthews Following the Merger (page 96)

In connection with the execution of the merger agreement, Matthews has entered into a shareholders’ agreement with the Schawk family stockholders, including David A. Schawk (which we refer to as the “shareholders’ agreement”). Pursuant to the shareholders’ agreement, on or prior to the date of the closing, Matthews’ board of directors will increase the number of directors constituting the class whose three-year term

expires in 2017 by one and will appoint David A. Schawk as a director of such class with a term expiring at the annual meeting of shareholders in 2017. Thereafter, at each meeting of shareholders at which 2017 class directors are to be elected (or, if the board ceases to be classified, at any meeting of the shareholders at which directors are to be elected), subject to certain conditions, Matthews will nominate and use its reasonable best efforts to cause the shareholders of Matthews to elect to the board an individual designated by the Schawk family stockholders. The board designation right will expire when the Schawk family stockholders no longer beneficially own 7.5% of Matthews’ outstanding voting securities.

In addition, it is currently expected that Matthews will enter into an employment agreement with David A. Schawk at the closing of the merger that will provide that Mr. Schawk will be employed as president of the combined companies’ comparable brand solutions groups. It is expected that the proposed employment agreement will provide, among other things, for an annual salary consistent with what Mr. Schawk earns as chief executive officer of SGK and benefits that that are comparable to other similarly situated executives of Matthews. The proposed employment agreement is expected to contain customary provisions with respect to the protection of Matthews’ proprietary information and will restrict Mr. Schawk from competing with Matthews during the term and for a period of three (3) years after the termination of his employment and from soliciting customers or employees of Matthews during such period. Mr. Schawk’s responsibilities are expected to include helping to oversee the integration of the combined companies’ comparable brand solutions groups and retaining key SGK clients.

Comparative Per Share Market Price and Dividend Information (page 23)

Matthews common stock is listed on the NASDAQ under the symbol “MATW.” SGK’s common stock is listed on the NYSE under the symbol “SGK.” The following table shows the closing prices for Matthews common stock and SGK common stock on March 14, 2014, the last trading day completed before Matthews and SGK announced the execution of the merger agreement and on [                    ], 2014, the last practicable day before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration proposed for each share of SGK common stock, which was calculated by adding (a) the cash portion of the merger consideration, or $11.80 and (b) the closing price of Matthews common stock as of the specified date, multiplied by the exchange ratio of 0.20582.

The market price of Matthews common stock and SGK common stock will fluctuate prior to the merger. However, the number of shares of Matthews common stock and cash to be issued in the merger for each share SGK common stock is fixed and will not be adjusted for changes in the market price of either Matthews common stock or SGK common stock. Accordingly, any change in the price of Matthews common stock prior to the merger will affect the market value of the merger consideration that SGK stockholders will receive as a result of the merger. You should obtain current stock price quotations for Matthews common stock and SGK common stock.

Matthews currently pays a quarterly dividend on its common stock and last paid dividends on May 12, 2014, of $0.11 per share. Under the terms of the merger agreement, during the period before the closing of the merger, without SGK’s prior written consent, Matthews is prohibited from paying any dividends other than its regular quarterly dividends at a rate not to exceed $0.15 per share.

SGK currently pays a quarterly dividend on its common stock, and last paid dividends on March 31, 2014, of $0.08 per share. On May 28, 2014, SGK announced its next dividend of $0.08 per share, which will be payable on June 30, 2014 to holders of record as of June 13, 2014. Under the terms of the merger agreement, during the period before the closing of the merger, without Matthews’ prior written consent, SGK is prohibited from paying any dividends other than its regular quarterly dividends at a rate not to exceed $0.08 per share.

Comparative Rights of SGK Stockholders and Matthews Shareholders (see page 128)

SGK is a Delaware corporation, and Matthews is a Pennsylvania corporation. As a result, the rights of SGK stockholders are governed by Delaware law, and the rights of Matthews shareholders are governed by Pennsylvania law. The rights of SGK stockholders also are governed by SGK’s certificate of incorporation, as amended, and SGK’s bylaws, as amended, whereas the rights of Matthews shareholders are governed by Matthews’ restated articles of incorporation (which we refer to as “Matthews’ articles”), and Matthews’ restated bylaws (which we refer to as “Matthews’ bylaws”). Matthews’ articles and bylaws differ from SGK’s certificate of incorporation and bylaws in certain respects.

Important differences between the rights of SGK stockholders and the rights of Matthews shareholders include, among other things, differences with respect to the composition of the board of directors, fiduciary duties of directors, advance notice of shareholder proposed business at the annual meeting of shareholders, anti-takeover provisions and dissenters’ rights. SGK stockholders should be aware of these differences when they vote at the special meeting because, upon completion of the merger, they will own shares of Matthews common stock and therefore their rights will be governed by Matthews’ articles and bylaws and Pennsylvania law.

NASDAQ Listing of Shares of Matthews Common Stock (see page 97)

It is a condition to the completion of the merger that the shares of Matthews common stock to be issued to SGK stockholders pursuant to the merger be authorized for listing on the NASDAQ at the effective time of the merger, subject to official notice of issuance.

Delisting and Deregistration of SGK Common Stock (see page 98)

Upon completion of the merger, SGK common stock will cease to be listed on the NYSE and will be subsequently deregistered under the Exchange Act.

The Special Meeting (see page 47)

As of the close of business on the record date for the special meeting, there were [                ] shares of SGK common stock outstanding and entitled to vote. As of the record date, the Schawk family stockholders were entitled to vote 16,172,720 shares of SGK common stock, representing approximately 61.6% of the outstanding shares of common stock. Pursuant to the voting agreements the Schawk family stockholders have agreed to vote their shares in favor of the proposal to adopt the merger agreement.

No Matthews Shareholder Approval

Matthews’ shareholders are not required to approve the merger agreement under the PBCL. In addition, because the number of shares of Matthews common stock being issued to SGK stockholders in the merger will not equal 20% or more of its outstanding shares before the issuance, Matthews’ shareholders are not required to approve the issuance of shares of Matthews common stock pursuant to the merger under the rules of NASDAQ.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF MATTHEWS

The following table sets forth selected consolidated historical financial data for Matthews. The following selected consolidated historical financial data of Matthews for the five years ended September 30, 2013 has been derived from Matthews’ audited consolidated financial statements. The financial data for the six-month periods ended March 31, 2014 and 2013 has been derived from the unaudited financial statements of Matthews and the unaudited financial statements include all adjustments, consisting of normal recurring accruals, which Matthews considers necessary for a fair presentation of the financial position and the results of operations for these periods. The selected consolidated historical financial data provides only a summary and is not necessarily indicative of the results of future operations of Matthews, and should be read in conjunction with the audited consolidated financial statements and notes thereto, other financial information and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Matthews’ Annual Report on Form 10-K for the fiscal year ended September 30, 2013, Matthews’ Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and 2013 and other information that Matthews has filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 150.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SGK

The following table sets forth selected consolidated historical financial data for SGK. The following selected consolidated historical financial data of SGK for the five years ended December 31, 2013 has been derived from SGK’s audited consolidated financial statements. The financial data for the three-month periods ended March 31, 2014 and 2013 has been derived from the unaudited financial statements of SGK, which include all adjustments that SGK considers necessary for a fair presentation of the financial position and the results of operations for these periods. The selected consolidated historical financial data provides only a summary and is not necessarily indicative of the results of future operations of SGK, and should be read in conjunction with the audited consolidated financial statements and notes thereto, other financial information and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SGK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and SGK’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and other information that SGK has filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 150.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Matthews common stock is traded on the NASDAQ under the symbol “MATW” and SGK common stock is traded on the NYSE under the symbol “SGK.” The following tables set forth the high and low sales prices and dividends declared per share of Matthews common stock and of SGK common stock, for the periods indicated. For current price information, SGK stockholders are urged to consult publicly available sources.

On March 14, 2014, the last trading day before the merger agreement was announced, the high and low sales prices of shares of Matthews common stock as reported on the NASDAQ were $40.28 and $39.75, respectively. On [                    ], 2014, the last full trading day before the date of this proxy statement/prospectus, the high and low sale prices of shares of Matthews common stock as reported on the NASDAQ were $[        ] and $[        ], respectively.

On March 14, 2014, the last trading day before the merger agreement was announced, the high and low sales prices of shares of SGK common stock as reported on the NYSE were $15.00 and $14.55, respectively. On [                    ], 2014, the last full trading day before the date of this proxy statement/prospectus, the high and low sale prices of shares of SGK common stock as reported on the NYSE were $[        ] and $[        ], respectively.

SGK stockholders are advised to obtain current market quotations for Matthews common stock and SGK common stock. The market prices of Matthews common stock and SGK common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the merger. No assurance can be given concerning the market price of Matthews common stock before or after the effective time of the merger or SGK common stock before the effective time of the merger.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of what Matthews’ financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of Matthews after the merger.

The unaudited pro forma condensed combined statements of income for Matthews’ fiscal year ended September 30, 2013 and for the six months ended March 31, 2014, have been prepared to give effect to the merger as if the merger had occurred on October 1, 2012. The pro forma condensed combined statement of income for the fiscal year ended September 30, 2013 combines Matthews’ audited consolidated statement of income for the fiscal year ended September 30, 2013 with the aggregated quarterly unaudited consolidated statements of comprehensive income (loss) of SGK for the four quarters ended September 30, 2013. The pro forma condensed consolidated statement of income for the six months ended March 31, 2014 combines Matthews’ unaudited consolidated statement of income for the six months ended March 31, 2014 with SGK’s aggregated unaudited consolidated statements of comprehensive income (loss) for the three-month periods ended December 31, 2013 and March 31, 2014. The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the merger as if the merger had occurred on March 31, 2014, and combines Matthews’ March 31, 2014 unaudited condensed consolidated balance sheet with SGK’s March 31, 2014 unaudited consolidated balance sheet.

As described further in Note 2 to the unaudited pro forma condensed combined financial statements, the historical consolidated financial statements of SGK have been adjusted by reclassifying and/or condensing certain line items in order to conform with Matthews’ financial statement presentation. There were no material transactions between Matthews and SGK during the periods presented in the unaudited pro forma condensed combined financial statements that require elimination.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP, which are subject to change and interpretation. Matthews has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Matthews’ future results of operations and financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger or the costs to integrate the operations of Matthews and SGK, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements were based on and should be read in conjunction with the:

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2013

(Dollar amounts in thousands, except per share data)

The accompanying notes are an integral part of these pro forma condensed combined financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

SIX MONTHS ENDED MARCH 31, 2014

(Dollar amounts in thousands, except per share data)

The accompanying notes are an integral part of these pro forma condensed combined financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2014

(Dollar amounts in thousands)

The accompanying notes are an integral part of these pro forma condensed combined financial statements

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1: Description of the Transaction

On March 16, 2014, Matthews and SGK entered into the merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement (including adoption of the merger agreement by SGK’s stockholders), Merger Sub will merge with and into SGK and SGK will become a wholly-owned subsidiary of Matthews and, immediately following the merger, SGK will be merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a wholly-owned subsidiary of Matthews. Upon completion of the merger, each share of SGK common stock issued and outstanding will be converted into the right to receive (i) 0.20582 of a share of Matthews common stock and (ii) $11.80 in cash, without interest. The per share stock consideration and the per share cash consideration will be adjusted if opinions of tax counsel cannot be given to the effect that the mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code and that Matthews and SGK will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code because the value of the shares of Matthews common stock to be issued pursuant to the merger agreement (based on a per share price of $39.84) would not constitute at least 40.5% of the total stock and cash consideration paid to SGK stockholders in connection with the merger. In that event, the per share stock consideration will be increased (with a corresponding reduction in the per share cash consideration) to the extent necessary to ensure that the value of the shares of Matthews common stock to be issued pursuant to the merger agreement (based on a per share price of $39.84) will constitute at least 40.5% of the total stock and cash consideration.

Effective upon the execution of the merger agreement:(i) each outstanding SGK stock option and SAR, whether or not then vested, was cancelled and SGK, in exchange therefor, paid to the former holders cash (without interest, and subject to deduction for any required withholding tax) in the amount equal to the product of (a) the excess of $20.00 over the applicable exercise or grant price for each share subject to such option or under such SAR, and (b) the shares subject to such option or under such SAR (unless the exercise or grant price equaled or exceeded $20.00, in which case no cash consideration was paid for the cancellation of the applicable options or SARs); (ii) each outstanding SGK restricted stock unit was cancelled and SGK, in exchange therefor, paid to the former holders cash (without interest, and subject to deduction for any required withholding tax) in the amount equal to the product of (a) $20.00 and (b) the portion of SGK shares that would have been payable under such cancelled restricted stock unit if such restricted stock unit had vested and become payable on the date of execution of the merger agreement; and (iii) outstanding shares of unvested restricted stock became vested in accordance with their terms (i.e., in most cases a pro-rated amount equal to the portion of the three-year vesting period elapsed through the date of the merger agreement) and will be deemed to be an outstanding share of SGK for the purposes of the merger agreement and the merger.

In connection with the execution of the merger agreement, Matthews has entered into voting agreements with certain stockholders of SGK who are members of the Schawk family or trusts for the benefit of members of the Schawk family providing for, among other things, the agreement of such Schawk family stockholders to vote all of the shares of SGK common stock held by them in favor of the adoption of the merger agreement. The Schawk family stockholders beneficially own in the aggregate approximately 61.6% of the outstanding shares of SGK common stock. The voting agreements terminate on the earliest of (i) the mutual written agreement of the parties, (ii) the date the merger agreement is terminated in accordance with its terms, (iii) the effective time of the merger and (iv) an amendment of the merger agreement that decreases the absolute amount or changes the form of the stock merger consideration or imposes any material restrictions on or additional conditions on payment of the stock merger consideration to the Schawk family stockholders. Each voting agreement provides that, in the event that the merger agreement is terminated and SGK, the Schawk family stockholder or any of their respective affiliates enter into an acquisition transaction within 18 months following the date of such termination, the Schawk family stockholder is obligated to pay to Matthews within two business days after the closing of such

transaction, an amount in cash (for each share of SGK common stock owned by such Schawk family stockholder subject to the acquisition transaction) that is equal to the amount by which the value of the consideration received by such Schawk family stockholder per share of SGK common stock in such alternative transaction exceeds $20 per share; provided that in no event shall the total payments to Matthews pursuant to all the voting agreements exceed $3.0 million.

On March 14, 2014, Matthews received the Citizens commitment letter. The Citizens commitment letter provides, subject to certain conditions, for an amendment of Matthews’ existing senior credit facility to increase the revolving credit facility availability thereunder by $350 million, which will be used in part to fund the cash merger consideration. Since entering into the Citizens commitment letter, Matthews and Citizens have had discussions, and currently intend to increase the revolving credit availability at closing by $400 million to $900 million.

On March 31, 2014, Matthews and SGK were advised that the FTC had granted early termination of the waiting period under the HSR Act. The merger is subject to adoption of the merger agreement by SGK stockholders and other usual and customary closing conditions. The merger is expected to be completed during the third calendar quarter of 2014.

Note 2: Basis of Presentation

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of the SEC Regulation S-X and presented for informational purposes only. The pro forma information is not necessarily indicative of what Matthews’ financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of Matthews after the merger.

The unaudited pro forma condensed combined statements of income for Matthews’ fiscal year ended September 30, 2013 and for the six months ended March 31, 2014, have been prepared to give effect to the merger as if the merger had occurred on October 1, 2012. The pro forma condensed combined statement of income for the fiscal year ended September 30, 2013 combines Matthews’ audited consolidated statement of income for the fiscal year ended September 30, 2013 with the aggregated quarterly unaudited consolidated statements of comprehensive income (loss) of SGK for the four quarters ended September 30, 2013. The pro forma condensed consolidated statement of income for the six months ended March 31, 2014 combines Matthews’ unaudited consolidated statement of income for the six months ended March 31, 2014 with SGK’s aggregated unaudited consolidated statements of comprehensive income (loss) for the three-month periods ended December 31, 2013 and March 31, 2014. The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the merger as if the merger had occurred on March 31, 2014, and combines Matthews’ March 31, 2014 unaudited condensed consolidated balance sheet with SGK’s March 31, 2014 unaudited consolidated balance sheet.

Certain line items in the historical consolidated statements of comprehensive income (loss) of SGK have been adjusted by reclassifying and/or condensing those items into categories that conform with Matthews’ financial statement presentation as follows (in thousands):

Certain line items in the historical consolidated balance sheet of SGK have been adjusted by reclassifying those items and/or components thereof into categories that conform with Matthews’ financial statement presentation as follows (in thousands):

The unaudited pro forma condensed combined statements of income exclude nonrecurring charges and related tax effects which would result directly from the transaction and would have been included in income within the first twelve months subsequent to the transaction. These items include pre-tax amounts of approximately $17.0 million of fees and other costs incurred to facilitate the transaction, $4.7 million of compensation charges triggered by the change in control of SGK, and approximately $5.0 million of charges to recognize step-up in the value of inventory. There were no material transactions between Matthews and SGK during the periods presented in the unaudited pro forma condensed combined financial statements that require elimination.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP, which are subject to change and interpretation. Matthews has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Matthews’ future results of operations and financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost

savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

Note 3: Preliminary Purchase Price Allocation

Management’s preliminary estimate of the acquisition purchase price is calculated as follows (in thousands except per share amounts):

The table below represents the allocation of the total purchase price to SGK’s assets acquired and liabilities assumed based upon Matthews’ management’s preliminary estimates of their respective fair values as of March 31, 2014 (in thousands):

Note 4: Unaudited Pro Forma Adjustments

The following represents an explanation of the various pro forma adjustments to the unaudited condensed combined financial statements: