Introductory Notes
On July 23, 2019 (the “Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 14, 2019 (the “Merger Agreement”), by and among Electronics for Imaging, Inc., a Delaware corporation (“EFI” or the “Company”), East Private Holdings II, LLC, a Delaware limited liability company (“Parent”), and East Private Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and a wholly-owned subsidiary of Parent, Merger Sub was merged with and into EFI (the “Merger”), with EFI surviving the Merger (the “Surviving Company”) as a wholly owned subsidiary of Parent.
The events described in this Current Report on Form8-K took place in connection with the completion of the Merger.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form8-K is incorporated herein by reference.
The Merger became effective on July 23, 2019, when the certificate of merger of EFI and Merger Sub was filed with the Secretary of State of the State of Delaware (the “Effective Time”). At the Effective Time, each share of EFI’s common stock, par value $0.01 per share (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock then (i) held by the Company as a treasury share, (ii) owned by Parent or Merger Sub, or (iii) owned by any direct or indirect wholly-owned subsidiary of the Company, Parent or Merger Sub, which were cancelled and extinguished without any conversion thereof or consideration paid therefor) was cancelled and converted into the right to receive $37.00 in cash, without interest and subject to any applicable withholding of taxes (the “Merger Consideration”).
In addition, at or immediately prior to the Effective Time, each of the Company’s outstanding restricted stock units that were subject to time-based vesting requirements only (a “Company RSU”) and each of the Company’s outstanding restricted stock units that were subject to both time-based and performance-based vesting requirements (a “Company PSU”) were treated, as follows: (1) each Company RSU that was outstanding as of the date of the Merger Agreement that is vested or scheduled to vest within 12 months after the closing of the Merger (the “Closing”) was converted into the right to receive the Merger Consideration promptly following the Closing; (2) each other Company RSU was assumed by Parent and converted into the right to receive the Merger Consideration, subject to applicable tax withholding, in accordance with its existing vesting schedule and applicable terms and conditions immediately prior to the Effective Time, including the holder’s continued employment or service through the applicable vesting date; (3) each Company PSU granted pursuant to the Company’s 2019 annual bonus program was assumed by Parent and converted into the right to receive the Merger Consideration, subject to applicable tax withholding, in accordance with its existing vesting schedule and applicable terms and conditions immediately prior to the Effective Time, including achievement of the applicable performance goals and the holder’s continued employment or service through the applicable vesting date; (4) each other Company PSU (a “Company LTIP PSU”), to the extent it would vest if the target level of performance established for the award had been attained, was assumed by Parent and converted into a right to receive the Merger Consideration, subject to applicable tax withholding, in accordance with the time-based vesting schedule for the award (but in no event earlier than the end of the applicable performance period) and the applicable terms and conditions immediately prior to the Effective Time (other than the performance-based vesting conditions), including the holder’s continued employment through the applicable vesting date; and (5) each Company LTIP PSU, to the extent eligible to vest only if the target level of performance under the award was exceeded and held by an individual employed by the Company or one of its subsidiaries at the Effective Time, was assumed by
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