Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer focused digital printing innovation, 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 percent 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 forty-five 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 thirty-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 & Advisors
Equity 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. For more information, visit www.efi.com and www.siris.com.