Electronics For Imaging (EFI, Freemont, California), a world leader in digital printing innovations, has entered into a “definitive agreement” to be acquired by an affiliate of Siris Capital Group in an all-cash transaction valued at approximately $1.7 billion (USD). Siris is a leading private equity firm focused on “investing and driving value creation in technology companies that provides mission-critical solutions, and are facing technology transitions,” it said. Under the terms of the agreement, which was unanimously approved by EFI’s Board of Directors, an affiliate of Siris will acquire all the outstanding common stock of EFI for $37 per share in cash. The purchase price represents about a 45% premium over EFI’s 90-day, volume-weighted average price as of 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 also have the right to terminate the agreement to enter into a “superior proposal.” There’s no guarantee that this process will result in a superior proposal, and the agreement provides Siris with a customary right to attempt to match any superior proposal. EFI does not intend to disclose developments with respect to the solicitation process unless and until it determines that such a 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’re excited to partner with Siris’ highly experienced team on this next phase of growth for EFI.”
“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,” said Frank Baker, a Siris Co-Founder and Managing Partner. “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’re eager to partner with management to help the company achieve its strategic objectives.”
Alfred Zollar, a Siris Executive Partner, added: “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.”
As mentioned previously, EFI’s Board of Directors unanimously recommended that its shareholders adopt the agreement with Siris. A special meeting of EFI’s shareholders will be held as soon as possible following the filing of the definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing to shareholders. 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 anti-trust 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 also file its quarterly report for the first quarter financial results, but doesn’t intend to host a quarterly earnings call. EFI currently expects Q1 2019 revenue to be between $220 million and $225 million.