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Upland Software Announces Acquisition, Raises Guidance

Acquisition of InGenius establishes first Contact Center Productivity solution suite with native CRM agent communications, knowledge management, and customer sentiment analysis

Upland Software, Inc. (Nasdaq: UPLD) has acquired InGenius, a leading Computer Telephony Integration (CTI) solution for enterprise contact centers. With the addition of InGenius’ CTI platform, Upland can now offer the first Contact Center Productivity solution suite that provides a single pane of glass for all voice and CRM data, along with enterprise knowledge management and customer sentiment analysis solutions to drive improved contact center efficiency and customer experience. The acquisition adds approximately $9 million in annualized revenues and will be immediately accretive to Upland’s Adjusted EBITDA per share.

“With InGenius, Upland extends its leadership in Customer Experience Management (CXM) solutions and can now offer the first multi-channel, knowledge-driven contact center agent productivity solution suite that integrates leading CRM and contact center platforms enabling enterprises to offer a personalized, real-time customer experience,” said Jack McDonald, chairman and CEO of Upland Software. “Moreover, this transaction is immediately accretive to Adjusted EBITDA per share and takes Upland to a $237 million annualized revenue run rate and an $89 million annualized Adjusted EBITDA run rate,” he added.

“We began the second half of 2019 with great momentum, beating the top of our Q2 guidance ranges on revenue and Adjusted EBITDA, closing two accretive acquisitions in Q2, and notching strong sales bookings,” said McDonald. “That momentum has continued, with two additional accretive acquisitions since the beginning of Q3 and continued strong performance,” he added. “Our acquisition pipeline remains robust; our war chest has been reloaded; we are active in the market for additional acquisitions; and, as our newly raised guidance today reflects, we look forward to a strong finish to 2019.”

Call center productivity software is at the nexus of the CRM and contact center software markets, enabling contact centers to deliver improved service and increased personalization with access to real-time information from across the enterprise and seamless integration with existing contact center workflows. With Upland’s Contact Center Productivity solution suite, customers can solve critical pain points by implementing integrated agent productivity solutions including the InGenius CTI platform that provides a single pane of glass for all voice and CRM related data, RightAnswers for enterprise knowledge management, and Rant & Rave for frontline engagement capabilities and real-time sentiment analysis.

“Contact center leaders are looking for more comprehensive solutions to increase agent productivity with robust CRM integration,” said Mounir Hilal, Upland’s chief customer officer and executive vice president of Project and IT Management Solutions. “Upland’s new Contact Center Productivity solution suite enables a stronger performing enterprise contact center through increased agent productivity, a better omni-channel customer experience, and improved management command over agent experience.”

The purchase price paid for InGenius was $26.4 million in cash at closing, and a $3.0 million cash holdback payable in 12 months (subject to indemnification claims). The foregoing excludes any potential future earn-out payments tied to additional performance-based goals. Upland expects the acquisition to generate annual revenue of approximately $9 million, all of which is recurring, subject to reductions for a deferred revenue discount as a result of GAAP purchase accounting, estimated as $0.8 million for the remainder of 2019. The acquisition is within Upland’s target price range of 5-8x pro forma Adjusted EBITDA and will generate at least $4 million in Adjusted EBITDA annually once fully integrated. The acquisition will be immediately accretive to Upland’s Adjusted EBITDA per share.

Business Outlook

Upland today also announced that it has raised its full year 2019 guidance to reflect the InGenius acquisition, raising revenue, recurring revenue, and Adjusted EBITDA guidance ranges. The increase in 2019 revenue guidance below is net of a reduction for a deferred revenue discount as a result of GAAP purchase accounting and all guidance adjustments are prorated for an effective closing date of October 1, 2019.

For the full year ending December 31, 2019, Upland expects reported total revenue to be between $213.8 million and $217.8 million, including subscription and support revenue between $199.0 and $202.2 million, for growth in recurring revenue of 47% at the mid-point over the year ended December 31, 2018. Adjusted EBITDA is expected to be between $78.8 million and $80.8 million, for an Adjusted EBITDA margin of roughly 37% at the midpoint, representing growth of 50% at the mid-point over the year ended December 31, 2018. The transaction will be immediately accretive to Upland’s Adjusted EBITDA per share.

Neopost changes its name to Quadient

Unified brand and global organization 
strengthen its focus on customers and the future

Neopost, a leader in business solutions for meaningful customer connections through digital and physical channels, announced today that it is changing its corporate business name to Quadient. The new branding strategy reflects the company’s dedication to helping clients better connect with their customers as interactions have become increasingly connected, personal and digital.

As customer expectations continuously evolve, customers expect immediacy and simplicity. To match this ‘always-on’ existence, building a strong connection with customers requires an experience that is personalized, readily-available, consistent, meaningful, convenient and secure—regardless of the channel. Unifying under a fresh and globally recognized brand reinforces the company’s drive for sustainable growth and continued commitment to delivering innovative solutions.

“In January 2019, we unveiled our new strategy aimed at growing our company and moving away from being a holding company to a focused, integrated organization,” said Geoffrey Godet, Chief Executive Officer of Quadient. “It was critical to align our corporate brand platform with this new strategy, using a purpose-driven brand to help businesses leverage our entire portfolio of solutions to simplify and solidify interactions with their customers. This change comes at a defining moment in our company’s history and is instrumental in unifying our global organization around a common aspirational brand.”

This change represents the realization of the new organization announced in January 2019. Quadient’s dedicated professionals better help businesses connect with customers across a growing number of channels by focusing on four key solutions: Customer Experience Management; Business Process Automation; Mail-related Solutions; and Parcel Locker Solutions. Quadient is committed to continuing to deliver a high-level of service to its customers, partners and vendors. 

Quadient is an inventive name addressing key elements driving customer connections today – starting from the moment a consumer first interacts with an organization to the moment they receive a product or service. Additionally, the company unveiled a new logo and new tagline, “Because connections matter”, that embodies the brand vision to be the driving force behind the world’s most meaningful customer experiences. Quadient has a proven track record for developing, deploying, and supporting dependable solutions.

The new brand identity will begin rollout on September 23, 2019.

UPLAND SOFTWARE ANNOUNCES ACQUISITION, RAISES GUIDANCE

Acquisition of Cimpl creates first IT Financial Management Cloud with enterprise-class Telecom Expense Management capabilities

Upland Software, Inc. (Nasdaq: UPLD) has acquired Cimpl, a leading cloud-based telecom expense management platform. The addition of Cimpl to Upland’s Project & Financial Management Solution Suite creates the market’s first IT Financial Management Cloud (ITFM Cloud) with enterprise-class IT financial management and full lifecycle telecom expense management, enabling enterprises to measure, manage, and align IT and telecom assets and spending at scale. The acquisition adds approximately $8 million in annualized revenues and will be immediately accretive to Upland’s Adjusted EBITDA per share.

“Acquiring Cimpl enables Upland to offer the market’s first IT Financial Management Cloud that combines IT and telecom expense management,” said Jack McDonald, chairman and CEO of Upland Software. “Moreover, this transaction is immediately accretive to Adjusted EBITDA per share and takes Upland to a $228 million annualized revenue run rate. Our acquisition pipeline is robust, and we are actively pursuing additional opportunities to build out our solution suites.”

Enterprise IT spending was over $3 trillion last year, with telecom spending representing 18% of the total. Against an increasingly complex background of legacy, on-premise and cloud-based spending, including owned and third-party IT, hardware, software and services, mobility and fixed telecom, machine to machine, and Unified Communications assets, enterprises struggle to achieve measurable and repeatable cost savings and strategic alignment with their broader digital business transformation objectives. With Cimpl, Upland can address these objectives directly by offering a comprehensive ITFM Cloud that combines IT financial management (including Bill of IT, consumption and demand management, holistic application management, cloud cost management, visual modeling, call accounting, and showback/chargeback) with enterprise-class telecom expense management (from provisioning through usage, contract, and invoice management, to cost allocation and end-user IT and technology self-service capabilities). In addition, Upland’s proven project & portfolio management platform enables IT and business decision makers to drive, manage, and measure complex digital business transformation initiatives.

“Enterprises are looking for solutions that can help them accelerate their digital business strategy while keeping technology costs under control,” said Mounir Hilal, Upland’s chief customer officer and executive vice president of Project and IT Management Solutions. “Upland’s Project & Financial Management solution suite manages more than $7 billion in IT and telecom spend, more than 10.5 million assets and services, and over 1 million IT-related projects,” he added. “With Cimpl’s powerful telecom expense management platform, Upland delivers a unique enterprise-grade, solution suite that enables organizations to optimize technology investments and drive their continued digital business transformation.”

The purchase price paid for Cimpl was $23.1 million in cash at closing, and a $2.6 million cash holdback payable in 12 months (subject to indemnification claims). Upland expects the acquisition to generate annual revenue of approximately $8.0 million, of which $7.4 million is recurring, subject to reductions for a deferred revenue discount as a result of GAAP purchase accounting, estimated as $0.4 million for the remainder of 2019. The acquisition is within Upland’s target price range of 5-8x pro forma Adjusted EBITDA and will generate at least $3.6 million in Adjusted EBITDA annually once fully integrated. The acquisition will be immediately accretive to Upland’s Adjusted EBITDA per share.

Business Outlook

Upland today also announced that it has raised its third quarter and full year 2019 guidance to reflect the Cimpl acquisition, raising revenue, recurring revenue, and Adjusted EBITDA guidance ranges. The increase in 2019 revenue guidance below is net of a reduction for a deferred revenue discount as a result of GAAP purchase accounting and all guidance adjustments are prorated for an effective closing date of August 21, 2019.

For the quarter ending September 30, 2019, Upland expects reported total revenue to be between $54.1 and $56.1 million, including subscription and support revenue between $50.3 and $51.9 million, for growth in recurring revenue of 51% at the mid-point over the quarter-ended September 30, 2018. Third quarter 2019 Adjusted EBITDA is expected to be between $20.1 and $21.1 million, for an Adjusted EBITDA margin of roughly 37% at the mid-point, representing growth of 58% at the mid-point over the quarter-ended September 30, 2018.

For the full year ending December 31, 2019, Upland expects reported total revenue to be between $212.3 and $216.3 million, including subscription and support revenue between $197.5 and $200.7 million, for growth in recurring revenue of 46% at the mid-point over the year ended December 31, 2018. Adjusted EBITDA is expected to be between $78.2 and $80.2 million, for an Adjusted EBITDA margin of roughly 37% at the midpoint, representing growth of 49% at the mid-point over the year ended December 31, 2018. The transaction will be immediately accretive to Upland’s Adjusted EBITDA per share.

Xamcor names John Mancini as Strategic Markets Associate, continuing its M&A Growth & Success

Xamcor Inc., a leading M&A Brokerage service serving global Information Management companies, has named John Mancini, past President of AIIM, to the newly created role of Strategic Markets Associate for the company. John will help drive key market initiatives to build on Xamcor’s leading position as an M&A Specialist for Information Management Companies.

“Digital disruption is causing all companies to reconsider their M&A and exit strategies. John is known around the world as being a visionary who helps companies with this transition. He will bring to Xamcor his unique expertise in Content Management and the broader area of emerging technologies that can benefit through integration. We are excited to have a professional with the recognition and stature of John joining the Xamcor Team” said Paul Carman, Xamcor CEO.

“My focus is on helping Content Management, Intelligent Automation and Digital Transformation solution providers, who are all being challenged by Digital Disruption, improve the effectiveness of their growth strategies, marketing activities and positioning in the market. M&A is a key part of this process, and my partnership with Xamcor, a trusted M&A firm, can help bring a wider set of services to companies,” stated John Mancini.

John Mancini is the President of Content Results, LLC. He was President of AIIM — the leading association for information management professionals — for over 20 years, and prior to that, Chief Operating Officer at the American Electronics Association. He is a well-known author, keynote speaker, and advisor on information management, digital transformation and intelligent automation. He has authored more than 30 eBooks on a variety of topics. He can be found on Twitter, LinkedIn and Facebook as jmancini77.

Ricoh strengthens digital workplace capabilities with DocuWare acquisition

Ricoh Company, Ltd., (Tokyo, Japan) today announced a definitive agreement to acquire DocuWare, a leading provider of Content Services software.

Headquartered in Germany and the United States, DocuWare provides cloud and on-premise document management and workflow automation software to over 12,000 customers in more than 90 countries across the globe through a network of 600 partners.

David Mills, Corporate Senior Vice President, Ricoh Company Ltd, says: “We are intent on building a thriving business which meets the growing need of companies around the world to digitise their businesses and workplaces, wherever they may be. We see a strong demand from our customers to maximize the value of their documents and business content to support their growth. The agreement we have made with DocuWare, which has a market-leading, cloud-first content services offering, is a hugely significant step in meeting that need. We are delighted at the additional capabilities we will be able to offer current and new customers.”

Ricoh has a long-term existing partnership with DocuWare, and employs its software both internally in its own operations and with existing customers. Mills adds: “DocuWare takes the pain and cost out of business processes, helping reduce human error and, importantly, improve business efficiency to free-up valuable employee time. Our ambition at Ricoh is to ‘empower digital workplaces’. What that means in practice, is connecting people to information faster and more conveniently, improving communication and creativity; the synergy between Ricoh and DocuWare speaks directly to this ambition. DocuWare will operate as a standalone subsidiary of Ricoh and we are committed to maintaining and growing its hugely successful partner programme, through expanding its channel network and investing in further product development. DocuWare already seamlessly integrates with our new IM C series of multifunction printers, through Ricoh Smart Integration, providing customers with a simple, secure way of scanning documents and feeding them directly into a highly effective, intelligent workflow process.”

Mills continues: “As a long-time partner, Ricoh understands the power of DocuWare’s channel to deliver document management and workflow automation solutions to customers. Ricoh wants to strengthen and grow this route to market and is committed to helping and learning from DocuWare and its management team.

Dr. Michael Berger and Max Ertl, presidents of DocuWare, summarise: “DocuWare has a bold growth plan, and that includes enabling current and future partners with leading document management and workflow automation technology. Having Ricoh as a strong investor and owner gives us the certainty that we can achieve our goals and continue to be a reliable, trustworthy and innovative provider for the entire DocuWare partner and customer community.”

Ricoh has been investing in digital workplace services by growing both organically and through acquisition. The acquisition of DocuWare is in line with Ricoh’s strategy to grow its digital workplace transformation offering.

The deal with DocuWare is expected to close over Summer 2019, subject to receiving clearance from the relevant competition authorities in Germany and Austria and completion of other customary closing conditions. Following completion of the deal, DocuWare will operate as a subsidiary of Ricoh with Dr Michael Berger and Max Ertl remaining as presidents.

ABBYY Announces Intent to Acquire TimelinePI to Deliver Digital Intelligence for Enterprise Processes

Acquisition Expands ABBYY’s Digital IQ Capabilities by Combining Content and Process IQ

ABBYY today announced the intent to acquire Philadelphia, Pennsylvania-based TimelinePI. TimelinePI provides a comprehensive process intelligence platform designed to empower users to understand, monitor and optimize any business process.

The global process analytics market size is expected to grow to USD 1,421.7 million by 2023 according to Research and Markets. The acquisition of TimelinePI is intended as a strategic investment by ABBYY into the emerging process intelligence market, which is critical to truly understand the impact and effectiveness of business processes and opportunities for productivity gains from digital transformation investments. TimelinePI’s vision of combining the most versatile process mining and operational monitoring with cutting-edge, process-centric AI and machine learning will serve as a critical cornerstone to ABBYY’s Digital IQ strategy.

“Organizations are focused on digital intelligence to impact process, patient, business and customer outcomes. Process intelligence is required to truly understand the operational effectiveness of business processes and how well they support a business strategy,” commented Ulf Persson, CEO at ABBYY. “With TimelinePI, ABBYY will have the most comprehensive process intelligence platform for empowering companies to go beyond traditional text analytics and process mining to achieve true digital intelligence. With ABBYY’s advanced content analysis and natural language processing, the TimelinePI technology will achieve operational insights not available with traditional process mining tools.”

TimelinePI’s platform enables anyone to visualize, quantify and understand how processes behave by providing detailed insights into true performance, bottlenecks and risks. Its patent-pending Timeline Analysis approach is unique in its ability to handle the full range of business process types – from highly structured to ad hoc. This new approach to process intelligence allows healthcare providers, banks, insurance companies, government agencies and other customers to take control of their data and raise their Process IQ to achieve operational efficiency that improves the customer journey.

“Critical factors driving the success or failure of digital transformation projects include having a detailed understanding of an organization’s business processes,” said Scott Opitz, president and CEO of TimelinePI. “By gaining ABBYY’s deep understanding of content we are able to open a treasure trove of data to strengthen our offering and give companies the edge they need to operate more efficiently. We are excited to be joining ABBYY, combining our process mining, monitoring and predictive analytics capabilities with ABBYY’s rich Content IQ portfolio to enable our customers to achieve true process intelligence.”

Upon the completion of the transaction, ABBYY will continue to market and enhance the TimelinePI platform and offering to customers both separately and as part of new solution bundles as an extension of ABBYY’s current and future products.

Upland Software Acquires Kapost, Raises Guidance

Accretive acquisition adds $15 million in annualized revenues, strong customer base, and robust content operations solution for sales and marketing

Upland Software, Inc. (Nasdaq: UPLD), has acquired Kapost. Kapost is an important addition to Upland’s Enterprise Sales Enablement and Customer Experience Management (CXM) solution suites. The acquisition adds approximately $15 million in annualized revenues and will be immediately accretive to Upland’s Adjusted EBITDA per share.

“Kapost brings an established enterprise customer base, experienced team, and sophisticated content operations platform to our sales and marketing solutions,” said Jack McDonald, chairman and CEO of Upland Software. “Moreover, this transaction is immediately accretive to Adjusted EBITDA per share and takes Upland to a $220 million annualized revenue run rate. Our acquisition pipeline is robust, and we are actively pursuing additional opportunities to build out our solution suites.”

Kapost’s cloud-based content operations platform unites revenue teams to speak in one voice across the customer journey by streamlining the content development process at scale. The platform’s open architecture, robust set of APIs, and deep collaboration capabilities help organizations better orchestrate all stages of content planning, production, and distribution. Advanced analytics enable organizations to pinpoint hidden gaps in their content strategy, track content performance, and measure ROI.

“We are thrilled to welcome Kapost’s customers and team members to Upland,” said Sean Nathaniel, Upland’s chief technology officer and executive vice president of Workflow Automation Solutions. “Kapost’s powerful technology and built-in artificial intelligence adds advanced end-to-end content operations capability to our enterprise sales and marketing solutions, allowing complex sales and marketing organizations to boost the impact, relevance, and return on investment of their content.”

The purchase price paid for Kapost was $45.0 million in cash at closing, and a $5.0 million cash holdback payable in 12 months (subject to indemnification claims). Upland expects the acquisition to generate annual revenue of approximately $15.0 million, of which $13.5 million is recurring, subject to reductions for a deferred revenue discount as a result of GAAP purchase accounting, estimated as $2.2 million for the remainder of 2019. The acquisition is within Upland’s target price range of 5-8x pro forma Adjusted EBITDA and will generate at least $7.0 million in Adjusted EBITDA annually once fully integrated. The acquisition will be immediately accretive to Upland’s Adjusted EBITDA per share.

Business Outlook

Upland today also announced that it has raised its second quarter and full year 2019 guidance to reflect the Kapost acquisition, raising revenue, recurring revenue, and Adjusted EBITDA guidance ranges. The increase in 2019 revenue guidance below is net of a reduction for a deferred revenue discount as a result of GAAP purchase accounting and all guidance adjustments are prorated for an effective closing date of May 24, 2019.

For the quarter ending June 30, 2019, Upland expects reported total revenue to be between $50.5 and $52.5 million, including subscription and support revenue between $47.2 and $48.8 million, for growth in recurring revenue of 45% at the mid-point over the quarter-ended June 30, 2018. Second quarter 2019 Adjusted EBITDA is expected to be between $17.9 and $18.9 million, for an Adjusted EBITDA margin of roughly 36% at the mid-point, representing growth of 47% at the mid-point over the quarter-ended June 30, 2018.

For the full year ending December 31, 2019, Upland expects reported total revenue to be between $209.0 and $213.0 million, including subscription and support revenue between $195.0 and $198.2 million, for growth in recurring revenue of 44% at the mid-point over the year ended December 31, 2018. Adjusted EBITDA is expected to be between $76.5 and $78.9 million, for an Adjusted EBITDA margin of roughly 37% at the midpoint, representing growth of 46% at the mid-point over the year ended December 31, 2018. The transaction will be immediately accretive to Upland’s Adjusted EBITDA per share.

PDFTron Receives $71 Million Growth Investment Led By Silversmith Capital Partners

New Capital Focused on Accelerated R&D and Strategic Acquisitions

PDFTron Systems announced today that it has secured a $71 million investment led by Silversmith Capital Partners, a Boston-based growth equity firm. PDFTron’s market-leading software development kit (SDK) is used by hundreds of enterprise customers around the world to enable digital transformation initiatives by providing a comprehensive document processing, conversion, and collaboration platform. This investment comes as the company has experienced substantial growth, more than doubling its workforce since the start of 2018.

PDFTron’s flagship product PDFTron SDK provides organizations with a secure, cost-effective, and reliable way to embed advanced PDF and document functionality within their software applications, with seamless integration across all major web, desktop, and mobile platforms. PDFTron’s products help companies increase productivity, while also significantly accelerating their application development lifecycle and reducing time to market. PDFTron is also the creator of XODO, a highly rated and fast-growing document productivity application for consumers and enterprises, powered entirely by PDFTron’s technology stack.

The investment will be used to support PDFTron’s significant R&D and product development resources, and to pursue acquisitions in both North America and Europe.

“We are thrilled to partner with Silversmith for the next phase of PDFTron’s growth,” said Catherine Andersz, Co-Founder & CEO of PDFTron. “Silversmith’s expertise helping enterprise software companies to expand globally made them a perfect choice for us. This investment will allow PDFTron to continue delivering market-leading solutions, while doubling down on our commitment to long-term customer success and satisfaction.”

“At the core of PDFTron is world-class IP and a relentless focus on delivering the best developer experience,” said Jim Quagliaroli, Managing Partner of Silversmith. “We admire the team’s deep passion for building leading software tools and are excited to support their vision to expand globally in the years to come.”

“In an increasingly digital world, PDFTron’s products are serving mission-critical use cases for blue-chip customers across nearly every industry,” commented Sri Rao, General Partner of Silversmith. “We are excited to partner with PDFTron as its first institutional investor, and we look forward to supporting the company’s growth organically and through strategic acquisitions.”

KDI Office Technology announces the purchase of IMR Digital

Acquisition helps preserve past information and brings it to a digital future.

KDI Office Technology, a $38M office technology company in the mid-Atlantic region, has announced the purchase of IMR Digital, a West Hazleton, Pennsylvania-based document conversion services business, from KeyMark. The addition of IMR Digital allows KDI to preserve and protect their client’s one-of-a-kind paper records with new world technology tools that transform the historical past into the digital future.

IMR Digital has been a leading provider of document scanning, imaging and indexing services since 1978. “We couldn’t be more pleased about this acquisition and how IMR Digital enhances our current professional services offering,” says KDI CEO/President, Rick Salcedo. “We can now digitize or convert microfilm and microfiche and provide conversion services for extremely old documents and books, even those from the early 1800s. Customers will also be able to retrieve all of this content very easily with a touch at their keyboard. It’s very exciting.”

The Digital Conversion Specialists at IMR Digital have master craftsman-like skills. This team will stay on with KDI, collaborating with clients to provide document conversion, outsourcing services and secure document storage solutions that tame the paper beast, improve efficiency, enable compliance and ensure security.

“KeyMark remains committed to providing intelligent automation solutions including capture, workflow, case management, and robotic process automation solutions, commented Jim Wanner, CEO of KeyMark. “We want to stay focused on our core competencies and we believe that KDI is the best home for the loyal employees and long-time customers of IMR Digital.”

With the KeyMark sale of IMR Digital, KDI will continue to provide conversion services for aperture, microfilm, microfiche and large format documents to digital formats. KeyMark will continue to partner with KDI on future solutions to offer both document conversion services and automation technologies. KeyMark will retain its Camp Hill-based Regional Office for its Northeast territory. KDI will keep the company name and the brand will be known as IMR Digital, a KDI Company.

Financial terms of the transaction are undisclosed.

Xamcor, Inc. served as the sole advisor to KeyMark for this transaction.

EFI Announces Definitive Agreement to be Acquired by an Affiliate of Siris Capital Group, LLC in all Cash Transaction Valued at Approximately $1.7

EFI Shareholders to Receive $37.00 Per Share and Acquisition Expected to Close by Q3 2019

Electronics For Imaging, Inc. (Nasdaq: EFII) today announced that it has entered into a definitive agreement (the “Agreement”) to be acquired by an affiliate of Siris Capital Group, LLC (“Siris”) in an all-cash transaction valued at approximately $1.7 billion.

Under the terms of the Agreement, which has been unanimously approved by EFI’s Board of Directors, an affiliate of Siris will acquire all the outstanding common stock of EFI for $37.00 per share in cash. The purchase price represents an approximately 45% premium over EFI’s 90-day volume-weighted average price ended on April 12, 2019.

EFI may solicit alternative acquisition proposals from third parties during a “go-shop” period over the next 45 calendar days.  EFI will have the right to terminate the Agreement to enter into a superior proposal subject to the terms and conditions of the Agreement.  There is no guarantee that this process will result in a superior proposal, and the Agreement provides Siris with a customary right to attempt to match a superior proposal.  EFI does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required.

“We believe this transaction delivers superior and immediate value to our shareholders while providing us with a partner that can add strategic and operational expertise to our business,” said Bill Muir, Chief Executive Officer of EFI. “We are excited to partner with Siris’ highly experienced team on this next phase of growth for EFI.”

Commenting on the transaction, Frank Baker, a Siris Co-Founder and Managing Partner, said, “EFI is at the forefront of the digital transition in the imaging and print industry, underpinned by a strong software heritage and culture of innovation. We believe that, by partnering with Siris, EFI will be well positioned to capture this transformational opportunity associated with increased digital inkjet penetration, industrial automation and software enablement. We are eager to partner with management to help the Company achieve its strategic objectives.”

Commenting on the transaction, Al Zollar, a Siris Executive Partner, said “EFI has a 30-year legacy of leadership in the digital imaging market, with strong brand equity and a rich history of pioneering innovative solutions for its customers. The Company’s portfolio of mission-critical products and services are united by a common thread of impressive technological enablement and software integration. I look forward to supporting EFI’s strong team to help the Company anticipate evolving customer needs and drive new opportunities for innovation and growth.”

EFI’s Board of Directors has unanimously recommended that its shareholders adopt the Agreement with Siris. Subject to the go-shop, a special meeting of EFI’s shareholders will be held as soon as practicable following the filing of the definitive proxy statement with the U.S. Securities and Exchange Commission(“SEC”) and subsequent mailing to shareholders.

Subject to the go-shop, the proposed transaction is expected to close by the third quarter of 2019 and is subject to approval by EFI’s shareholders, along with the satisfaction of customary closing conditions including antitrust regulatory approvals. The transaction is not subject to any financing conditions. Upon completion of the acquisition, EFI will become wholly owned by an affiliate of Siris.

EFI will file its quarterly report on Form 10-Q reporting its first quarter financial results but does not intend to host a quarterly earnings call.  EFI currently expects Q1 2019 revenue to be between $220 million and $225 million.