Francisco Partners has amended the terms of its deal to acquire EF Johnson Technologies Inc. (Nasdaq: EFJI), an Irving, Texas-based provider of secure communications solutions to organizations that protect and save lives. The revised terms would pay out $1.50 per EF Johnson share, compared to an original purchase price of $1.05 per share. The total equity now would be valued at nearly $40 million.
EF Johnson Technologies, Inc. (Nasdaq: EFJI) today announced that it has entered into an amendment to its merger agreement with an affiliate of Francisco Partners. Under the terms of the amended merger agreement, an affiliate of Francisco Partners will acquire all of the outstanding shares of EF Johnson Technologies’ common stock for $1.50 per share in cash. This is an increase of over 42% over the $1.05 per share cash purchase price contemplated by the parties’ original merger agreement previously announced on May 17, 2010. EF Johnson Technologies’ Board of Directors unanimously approved the amended merger agreement.
“Our amended merger agreement with Francisco Partners provides increased all-cash premium value to our stockholders and reflects Francisco Partners’ strong commitment to the transaction,” said Michael E. Jalbert, Chairman of the Board and Chief Executive Officer of EF Johnson Technologies, Inc. “We are proud of the value we have delivered to our stockholders through this amended merger agreement, and are excited to work closely with Francisco Partners to complete the transaction as expeditiously as possible.”
In addition to increasing the cash purchase price, the amendment increases the termination fees payable under certain circumstances, increases the amount of allowable transaction expenses and amends certain representations and warranties contained in the merger agreement. The transaction remains subject to customary closing conditions. As in the original merger agreement, there is no financing condition to the obligations of Francisco Partners to consummate the transaction.
Raymond James & Associates, Inc. is acting as the Company’s financial advisor in connection with the transaction, and Haynes and Boone, LLP is acting as the Company’s legal counsel. Shearman & Sterling LLP is acting as Francisco Partners legal counsel.
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.