EFI Postpones 2019 Annual Meeting of Stockholders in Light of Pending Merger With Affiliate of Siris Capital Group, LLC
June 04 2019 - 4:45PM
The Board of Directors of Electronics For Imaging Inc.
(Nasdaq:EFII) has postponed its 2019 Annual Meeting of Stockholders
in light of EFI’s proposed business merger (the “Merger”) with an
affiliate of Siris Capital Group, LLC (“Siris”) pursuant to the
Agreement and Plan of Merger by and among affiliates of Siris and
EFI dated as of April 14, 2019.
The 2019 Annual Meeting of Stockholders was to have been held on
June 6, 2019, but because the EFI Board of Directors anticipates
that the transaction will close in the third quarter of 2019, the
Board determined that the Annual Meeting should be postponed. A
postponed Annual Meeting will be held (and the meeting date, record
date and related dates for stockholder proposals announced) later
in 2019 if the Merger is not consummated.
About EFI EFI™ 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)
FORWARD LOOKING STATEMENTS
This 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 has filed a proxy
statement in preliminary form and intends to file a proxy statement
in definitive form and other related documents with the SEC, 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 2019 annual meeting of shareholders filed with
the SEC on April 26, 2019 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 definitive proxy statement
described above when it is filed with the SEC. These documents are
or will be available free of charge as described above.
Follow EFI Online:
Follow us on Twitter: https://twitter.com/EFIPrintFollow us on
Instagram: https://www.instagram.com/efiprintFind us on Facebook:
www.facebook.com/EFIPrintView us on YouTube: www.youtube.com/
CONTACT:
David LindsayPublic Relations ManagerPhone (404)
931-7760david.lindsay@efi.comJoAnn HorneInvestor RelationsMarket
Street PartnersPhone (415) 445-3235ir_efi@efi.com
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