EFI Shareholders to Receive $37.00 Per Share and
Acquisition Expected to Close by Q3 2019
Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in
customer focused digital printing innovation, today announced that
it has entered into a definitive agreement (the “Agreement”) to be
acquired by an affiliate of Siris Capital Group, LLC (“Siris”) in
an all-cash transaction valued at approximately $1.7 billion. Siris
is a leading private equity firm focused on investing and driving
value creation in technology companies that provide
mission-critical solutions and are facing technology transitions.
Under the terms of the Agreement, which has been unanimously
approved by EFI’s Board of Directors, an affiliate of Siris will
acquire all the outstanding common stock of EFI for $37.00 per
share in cash. The purchase price represents an approximately 45%
premium over EFI’s 90-day volume-weighted average price ended on
April 12, 2019.
EFI may solicit alternative acquisition proposals from third
parties during a “go-shop” period over the next 45 calendar
days. EFI will have the right to terminate the Agreement to
enter into a superior proposal subject to the terms and conditions
of the Agreement. There is no guarantee that this process
will result in a superior proposal, and the Agreement provides
Siris with a customary right to attempt to match a superior
proposal. EFI does not intend to disclose developments with
respect to the solicitation process unless and until it determines
such disclosure is appropriate or is otherwise required.
“We believe this transaction delivers superior and immediate
value to our shareholders while providing us with a partner that
can add strategic and operational expertise to our business,” said
Bill Muir, Chief Executive Officer of EFI. “We are excited to
partner with Siris’ highly experienced team on this next phase of
growth for EFI.”
Commenting on the transaction, Frank Baker, a Siris Co-Founder
and Managing Partner, said, “EFI is at the forefront of the digital
transition in the imaging and print industry, underpinned by a
strong software heritage and culture of innovation. We believe
that, by partnering with Siris, EFI will be well positioned to
capture this transformational opportunity associated with increased
digital inkjet penetration, industrial automation and software
enablement. We are eager to partner with management to help the
Company achieve its strategic objectives.”
Commenting on the transaction, Al Zollar, a Siris Executive
Partner, said “EFI has a 30-year legacy of leadership in the
digital imaging market, with strong brand equity and a rich history
of pioneering innovative solutions for its customers. The Company’s
portfolio of mission-critical products and services are united by a
common thread of impressive technological enablement and software
integration. I look forward to supporting EFI’s strong team to help
the Company anticipate evolving customer needs and drive new
opportunities for innovation and growth.”
EFI’s Board of Directors has unanimously recommended that its
shareholders adopt the Agreement with Siris. Subject to the
go-shop, a special meeting of EFI’s shareholders will be held as
soon as practicable following the filing of the definitive proxy
statement with the U.S. Securities and Exchange Commission (“SEC”)
and subsequent mailing to shareholders.
Subject to the go-shop, the proposed transaction is expected to
close by the third quarter of 2019 and is subject to approval by
EFI’s shareholders, along with the satisfaction of customary
closing conditions including antitrust regulatory approvals. The
transaction is not subject to any financing conditions. Upon
completion of the acquisition, EFI will become wholly owned by an
affiliate of Siris.
EFI will file its quarterly report on Form 10-Q reporting its
first quarter financial results but does not intend to host a
quarterly earnings call. EFI currently expects Q1 2019
revenue to be between $220 million and $225 million.
Financing & AdvisorsEquity financing will
be provided by investment funds affiliated with Siris. Siris
secured committed debt financing for the transaction from RBC
Capital Markets, KKR Capital Markets LLC, Deutsche Bank Securities
Inc., Barclays, Credit Suisse, and Macquarie Capital.
Sidley Austin LLP is serving as corporate counsel, Kirkland
& Ellis LLP is serving as financing counsel, and RBC Capital
Markets is serving as M&A advisor to Siris in connection with
the transaction. Morgan Stanley & Co. and Greenhill & Co.,
LLC are serving as financial advisors to EFI, and O’Melveny &
Myers is serving as its legal counsel.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see EFI's
Current Report on Form 8-K, which will be filed in connection with
this transaction.
About EFIEFI™ is a global technology company,
based in Silicon Valley, and is leading the worldwide
transformation from analog to digital imaging. We are passionate
about fueling customer success with products that increase
competitiveness and boost productivity. To do that, we develop
breakthrough technologies for the manufacturing of signage,
packaging, textiles, ceramic tiles, and personalized documents,
with a wide range of printers, inks, digital front ends, and a
comprehensive business and production workflow suite that
transforms and streamlines the entire production process.
(www.efi.com)
About Siris Capital Group, LLC | Siris
CapitalSiris is a leading private equity firm focused on
making control investments in data, telecommunications, technology
and technology-enabled business service companies primarily located
in North America. Integral to Siris’ investment approach is its
collaboration with its executive partners, who are highly
experienced senior operating executives, to identify, validate and
operate investment opportunities. Their significant involvement
allows Siris to partner with management to add value both
operationally and strategically. (www.siris.com)
FORWARD LOOKING STATEMENTSThis communication
contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. When used herein, words such as “address,” “anticipate,”
“believe,” “consider,” “continue,” “develop,” “estimate,” “expect,”
“further,” “goal,” “intend,” “may,” “plan,” “potential,” “project,”
“seek,” “should,” “target,” “will,” and variations of such words
and similar expressions as they relate to EFI, its management or
the proposed transaction are often used to identify such statements
as “forward-looking statements.” Such statements reflect the
current views of the Company and its management with respect to
future events, including the proposed transaction, and are subject
to certain risks and uncertainties that may cause actual results to
differ materially from the results expressed in, or implied by,
these forward looking statements. These risks and uncertainties
include, but are not limited to, the following: (i) EFI may be
unable to obtain shareholder approval as required for the proposed
transaction; (ii) other conditions to the closing of the
proposed transaction may not be satisfied, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; (iii) the proposed transaction
may involve unexpected costs, liabilities or delays; (iv) the
business of EFI may suffer as a result of uncertainty surrounding
the proposed transaction; (v) shareholder litigation in
connection with the proposed transaction may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification and liability; (vi) EFI may
be adversely affected by other economic, business, and/or
competitive factors; (vii) the occurrence of any event, change
or other circumstances could give rise to the termination of the
definitive merger agreement with affiliates of Siris;
(viii) EFI’s ability to recognize the anticipated benefits of
the proposed transaction; (ix) the risk that the proposed
transaction disrupts EFI’s current plans and operations or diverts
management’s or employees’ attention from ongoing business
operations; (x) the risk of potential difficulties with EFI’s
ability to retain and hire key personnel and maintain relationships
with suppliers and other third parties as a result of the proposed
transaction; and (xi) other risks to consummation of the
proposed transaction, including the risk that the proposed
transaction will not be consummated within the expected time period
or at all. Additional factors that may affect the future results of
EFI and the proposed transaction are set forth in filings that EFI
makes with the SEC from time to time, including those listed under
“Risk Factors” in EFI’s Annual Report on Form 10-K for the year
ended December 31, 2018 and filed with the SEC on February 27,
2019, as updated or supplemented by subsequent reports that EFI has
filed or files with the SEC. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. EFI assumes no obligation to
publicly update any forward-looking statement after it is made,
whether as a result of new information, future events or otherwise,
except as required by law.
IMPORTANT INFORMATION FOR INVESTORS AND WHERE TO FIND
IT This communication may be deemed to be solicitation
material in respect of the proposed acquisition of EFI by
affiliates of Siris. In connection with the proposed transaction,
EFI intends to file relevant materials with the SEC, including a
proxy statement in preliminary and definitive form, in connection
with the solicitation of proxies from EFI’s shareholders for the
proposed transaction. The definitive proxy statement will contain
important information about the proposed transaction and related
matters. BEFORE MAKING A VOTING DECISION, SHAREHOLDERS OF EFI ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT, AND OTHER RELEVANT
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
EFI, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Shareholders may obtain free copies of the proxy statement and
other documents (when available) that EFI files with the SEC
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by EFI will also be available free
of charge on EFI’s investor relations website at www.efi.com or by
contacting EFI’s Investor Relations Department at
investor.relations@efi.com.
PARTICIPANTS IN THE SOLICITATION EFI and
certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from EFI’s
shareholders in connection with the proposed transaction.
Information regarding the ownership of EFI securities by EFI’s
directors and executive officers is included in their SEC filings
on Forms 3, 4 and 5, and additional information about EFI’s
directors and executive officers is also available in EFI’s proxy
statement for its 2018 annual meeting of shareholders filed with
the SEC on April 27, 2018 and is supplemented by other filings
made, and to be made, with the SEC by EFI. Additional information
regarding persons who may be deemed participants in the
solicitation of proxies from EFI’s shareholders in connection with
the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, will be included in the proxy statement described above
when it is filed with the SEC. These documents are or will be
available free of charge as described above.
Contacts
EFI:Vicki SamChief of Staff6750 Dumbarton
CircleFremont, Ca 945551-650-357-3985Vicki.sam@efi.com
Siris Capital:Dana GormanManaging Director,
Abernathy MacGregor1-212-371-5999dtg@abmac.com
Blair HennessySenior Vice President, Abernathy
MacGregor1-212-371-5999bth@abmac.com
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