An affiliate of US private equity firm Siris will acquire EFI in an all cash transaction valued at US$1.7bn ($2.5bn).
Bill Muir, chief executive officer of EFI, says, “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. We are excited to partner with Siris’s highly experienced team on this next phase of growth for EFI.”
The EFI board of directors has unanimously agreed that the Siris affiliate will acquire all the outstanding common stock of EFI for US$37 per share in cash, representing an approximate 45 per cent premium over EFI’s 90-day volume weighted average price ended on April 12.
Frank Baker, a Siris co-founder and managing partner, says, “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.”
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.
Al Zollar, a Siris executive partner, says, “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.”
The EFI 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 take place as soon as practicable following the filing of the definitive proxy statement with the U.S. Securities and Exchange Commission. Subject to the go-shop, they expect the proposed transaction 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.
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, Deutsche Bank Securities, Barclays, Credit Suisse, and Macquarie Capital.