Electronics For Imaging (EFI), a digital printing firm, has signed a definitive agreement with Siris Capital Group (Siris) to be acquired by its affiliate in an all-cash transaction for approximately $1.7bn.
The present agreement has been unanimously approved by EFI’s Board of Directors and under the terms of agreement, an affiliate of Siris would acquire EFI’s all outstanding common stock for $37.00 per share in cash.
The purchase price for the present transaction represents an approximately 45% premium over EFI’s 90-day volume-weighted average price ended on April 12, 2019.
EFI has an option to solicit alternative deal proposals from third parties over the next 45 calendar days during a go-shop period.
In addition, EFI would have the right to terminate the agreement to enter into a superior proposal, subject to the terms and conditions of the agreement.
EFI said that it does not intend to reveal developments related to the solicitation process unless and until such disclosure is appropriate or is otherwise required.
EFI chief executive officer Bill Muir said: “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’ highly experienced team on this next phase of growth for EFI.”
Subject to the go-shop, the proposed transaction is expected to be completed by the third quarter of 2019. It is subject to approval by EFI’s shareholders, along with the satisfaction of customary closing conditions including antitrust regulatory approvals.
Siris co-founder and managing partner Frank Baker 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.”
In connection with the transaction, Sidley Austin is acting as corporate counsel, Kirkland & Ellis LLP is serving as financing counsel, and RBC Capital Markets is serving as M&A advisor to Siris.