SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☐||Definitive Additional Materials|
|☒||Soliciting Material under § 240.14a-12|
Electronics For Imaging, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
Announcing a Company Milestone
April 15, 2019
Dear Valued Partner,
It is my pleasure to let you know that, on April 15, 2019, EFI announced it has agreed to be acquired by an affiliate of a leading private equity firm, Siris Capital Group, LLC. Details of the transaction can be found in the attached copy of our press release.
Siris Capital brings deep strategic and operational experience as well as resources to help us continue to innovate and bring more value to our customers and partners. We are excited to partner with Siris expert team on this next phase of growth for EFI.
We expect the transaction will close by the third quarter of 2019. At that time, EFI will no longer be a public company traded on the Nasdaq stock exchange. Instead, we will be a private company owned by an affiliate of Siris Capital.
Siris investment in EFI is a strong endorsement of our commitment to commercial and industrial printing, including the quality and breadth of our product portfolio, our strategic positioning, and, most importantly, our deep commitment to our customers and partners. With Siris support and guidance, we believe we can further refine and accelerate our strategy and deliver even more value to our customers and partners now and in the future.
We believe private ownership by a supportive and value-adding partner will allow us to devote our time and attention to delivering valuable and innovative products and outstanding service to customers.
As we work to complete this transaction, your interactions with EFI will remain business as usual. We do not expect any disruption in our relationship or service as a result of the transaction. Customers and partners should expect the same high level of service to which they have grown accustomed.
Your points of contact will remain the same, and during this period, we will keep communication lines open and ensure that all relationships and active projects continue as expected.
As always, if you have any questions or wish to discuss this matter further, please feel free to contact me directly.
You have been, and remain, a valued and important partner to us. Thank you for your business.
Chief Executive Officer
Electronics For Imaging
6750 Dumbarton Circle
Fremont, CA 94555
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) EFIs ability to recognize the anticipated benefits of the proposed transaction; (ix) the risk that the proposed transaction disrupts EFIs current plans and operations or diverts managements or employees attention from ongoing business operations; (x) the risk of potential difficulties with EFIs 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 EFIs 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 intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form, in connection with the solicitation of proxies from EFIs 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 EFIs investor relations website at www.efi.com or by contacting EFIs Investor Relations Department at firstname.lastname@example.org.
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 EFIs shareholders in connection with the proposed transaction. Information regarding the ownership of EFI securities by EFIs directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information about EFIs directors and executive officers is also available in EFIs proxy statement for its 2018 annual meeting of shareholders filed with the SEC on April 27, 2018 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 EFIs 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 proxy statement described above when it is filed with the SEC. These documents are or will be available free of charge as described above.
6750 Dumbarton Circle
Fremont, CA 94555