IRVING, Texas, May 17 /PRNewswire-FirstCall/ -- EF Johnson
Technologies, Inc. (Nasdaq: EFJI) today announced that it has
entered into a definitive agreement for the Company to be acquired
by an affiliate of Francisco Partners, a global technology-focused
private equity fund.
The agreement was unanimously approved by EF Johnson
Technologies' Board of Directors. Under the terms of the agreement,
stockholders would receive $1.05 per
share in cash at closing. The transaction is subject to normal
regulatory approvals, approval by EF Johnson Technologies'
stockholders and other customary closing conditions, and is
expected to close during the third quarter of the year.
"The Board considered a range of potential alternatives,
including continuing to operate as an independent entity, the
possibility of the sale of certain assets, and the returns and
dilution associated with issuing additional equity in a private
offering," said Michael E. Jalbert,
Chairman of the Board and Chief Executive Officer of EF Johnson
Technologies, Inc. "After this thorough review process, our board
of directors unanimously concluded that this transaction with
Francisco Partners is in the best interests of our
stockholders."
"Francisco Partners' interest in the Company is a clear
recognition of the attractiveness of EF Johnson, its business plan
and the success that has been achieved," Mr. Jalbert continued.
"Francisco Partners has a strong track record of helping businesses
sharpen their strategy and, in this case, also provide
transformational growth capital and financing for ongoing
operational execution. Under its ownership, EF Johnson Technologies
will be better positioned to execute its business plan to the
benefit of its customers."
Commenting on the transaction, Ashutosh
Agrawal, Principal at Francisco Partners, said, "EF Johnson
has a long history of providing quality products and services to
customers in its core markets. We are looking forward to partnering
with the company's management to enable the achievement of the
company's long-term growth potential."
About EF Johnson Technologies, Inc.
Headquartered in Irving, Texas,
EF Johnson Technologies, Inc. focuses on innovating, developing and
marketing the highest quality secure communications solutions to
organizations whose mission is to protect and save lives. The
Company's customers include first responders in public safety and
public service, the federal government, and industrial
organizations. The Company's products are marketed under the
EFJohnson, 3e Technologies International, and Transcrypt
International names and are Made in America. For more information,
visit http://www.EFJohnsonTechnologies.com.
About Francisco Partners
With approximately $5.0 billion of
committed capital and offices in San
Francisco and London,
Francisco Partners is one of the world's largest technology-focused
private equity funds. The firm was founded to pursue structured
investments in technology companies undergoing strategic,
technological, and operational inflection points. Francisco
Partners targets majority and minority investments in private
companies, public companies, and divisions of public companies. The
principals of Francisco Partners have a proven track record, having
invested in excess of $4.0 billion of
equity capital in over 50 technology companies. For additional
information, visit www.franciscopartners.com.
Additional Information About the Transaction
In connection with the proposed transaction, EF Johnson
Technologies will file a proxy statement and relevant documents
concerning the proposed transaction with the Securities and
Exchange Commission (SEC). The definitive proxy materials will
contain important information regarding the merger, including,
among other things, the recommendation of EF Johnson Technologies'
board of directors with respect to the merger. INVESTORS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT EF
JOHNSON TECHNOLOGIES FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND RELATED MATTERS. You will be able to obtain the proxy
statement, as well as other filings containing information about EF
Johnson Technologies, free of charge, at the website maintained by
the SEC at www.sec.gov. Copies of the proxy statement and other
filings made by EF Johnson Technologies with the SEC can also be
obtained, free of charge, by directing a request to EF Johnson
Technologies, Inc., 1440 Corporate Drive, Irving, Texas 75038, Attention: Investor
Relations.
Participants in the Solicitation
The directors and executive officers of EF Johnson Technologies
and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding EF Johnson Technologies' directors and
executive officers is available in its Annual Report on Form 10-K
filed with the SEC on March 31, 2010,
and its Form 10-K/A filed with the SEC on April 30, 2010. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions.
Cautionary Statement Regarding Forward-looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. One can identify these forward-looking statements
by the use of the words such as "expect," "anticipate," "plan,"
"may," "will," "estimate" or other similar expressions. Because
such statements apply to future events, they are subject to risks
and uncertainties that could cause the actual results to differ
materially. Actual results and trends may differ materially from
what is forecast in forward-looking statements due to a variety of
factors, including, without limitation: the ability to obtain
regulatory approvals of the acquisition on the proposed terms and
schedule; the failure of EF Johnson Technologies' stockholders to
approve the acquisition; the risk that the acquisition may not be
completed in the time frame expected by the parties or at all.
Additional information regarding factors that may affect future
results are described in EF Johnson Technologies' filings with the
Securities and Exchange Commission, including, without limitation,
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the date they
were made. EF Johnson Technologies, Inc. does not undertake any
obligation to update or publicly release any revisions to any
forward-looking statements to reflect events, circumstances or
changes in expectations after the date of the press release.
SOURCE EF Johnson Technologies, Inc.
