- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
05 Agosto 2010 - 9:33AM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 14A
|
(Rule 14a-101)
|
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
|
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
x
|
|
Filed by a Party other than the
Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
|
EF
Johnson Technologies, 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):
|
x
|
No fee required.
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to
which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary
materials.
|
o
|
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.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
EF JOHNSON TECHNOLOGIES, INC.
1440 Corporate Drive
Irving, TX 75038
SUPPLEMENT TO PROXY STATEMENT FOR SPECIAL MEETING
TO BE HELD ON AUGUST 11, 2010
On or about July 8,
2010, EF Johnson Technologies, Inc. (EFJ or the Company) mailed a
definitive proxy statement relating to a special meeting of stockholders of the
Company to be held at the Omni Mandalay Hotel at Las Colinas at 221 East Las
Colinas Boulevard, Irving, Texas 75039, on August 11, 2010, beginning
at 10:00 a.m., local time. At the
special meeting, stockholders will be asked to consider and vote upon a
proposal to adopt the Agreement and Plan of Merger (the Original Merger
Agreement), dated as of May 15, 2010, by and among FP-EF Holding
Corporation (Parent), an affiliate of Francisco Partners II, L.P. (Francisco
Partners), FP-EF Corporation, a wholly-owned subsidiary of Parent (Merger Sub),
and the Company, as amended by the Amendment to Agreement and Plan of Merger,
dated June 19, 2010 (the Amendment and together with the Original Merger
Agreement, the Merger Agreement). Pursuant to the terms of the Merger
Agreement, Merger Sub will merge with and into the Company and the Company will
become a wholly-owned subsidiary of the Parent.
Stockholders will also be asked to grant authority to vote their shares
to adjourn the special meeting, if necessary, to solicit additional proxies in
the event there are not sufficient votes in favor of adoption of the Merger
Agreement at the time of the special meeting.
If the merger is completed,
EFJ stockholders will be entitled to receive $1.50 in cash, without interest
and less any applicable withholding taxes, for each share of EFJ common stock
owned by them as of the date of the merger.
On July 29, 2010, EFJ
entered into a written understanding with plaintiffs counsel and other named
defendants regarding the settlement of two putative stockholder class action
lawsuits filed in the District Court of Dallas County, Texas on behalf of EFJs
stockholders following the announcement of the proposed merger.
Bruce L. Deichl and P.
Elayne Wishart v. EF Johnson Technologies, Inc., et al.,
was
filed in the District Court of Dallas County, Texas on May 21, 2010 and
Edwin McKean, Raul Quino v. Michael Jalbert, et al.
was
filed in the District Court of Dallas County, Texas on May 26, 2010. The Plaintiffs in the Deichl and McKean
lawsuits filed a consolidated amended petition on June 30, 2010. The consolidated petition names the Company,
the members of the Board of Directors, Parent and Merger Sub as defendants. The consolidated petition asserts generally
that the members of the Board of Directors breached their fiduciary duties by,
among other things, failing to maximize stockholder value in the Merger and by
failing to provide adequate disclosures in the Companys June 23, 2010
preliminary proxy statement. The
consolidated petition further asserts that the Company, Parent and Merger Sub
aided and abetted those alleged breaches of fiduciary duties. The consolidated petition seeks, among other
relief, an order enjoining the consummation of the Merger, rescissory damages
or rescission of the Merger if it is consummated, other damages in an
unspecified amount, and an award of attorneys fees and costs of litigation.
Under the terms of the
resolution of this litigation, to be more fully set forth in a stipulation of
settlement, EFJ, the other named defendants and the plaintiffs have agreed to
settle the lawsuits, subject to court approval.
If the court approves the settlement contemplated by the parties, the lawsuits
will be dismissed with prejudice. To resolve the litigation, EFJ has agreed to
make available additional information to its stockholders. The additional information is contained below
and should be read in conjunction with the definitive proxy statement. In return, the plaintiffs have agreed to the
dismissal of the actions and to withdraw any and all motions filed in
connection with such actions. In
addition, EFJ has agreed to pay the reasonable legal fees and expenses of
plaintiffs counsel, in an amount to be agreed upon by the parties or, failing
their reaching agreement, to be determined by the court. The details of the settlement will be set
forth in a notice to be sent to EFJs stockholders prior to a hearing before
the court to consider both the settlement and plaintiffs fee application.
The settlement will not
affect the merger consideration to be paid to stockholders of EFJ in connection
with the proposed merger or the timing of the special meeting of stockholders.
EFJ and the other defendants
deny all of the allegations in the lawsuits and believe that the disclosures in
the definitive proxy statement are appropriate and sufficient under the
law. Nevertheless, EFJ and the other
defendants have agreed to settle the putative class action litigation in order
to avoid costly litigation and to reduce the risk of any delay to the closing
of the merger.
The following information
supplements the proxy statement and should be read in conjunction with the
proxy statement. All page references
in the information below shall refer to those contained in the proxy statement,
and terms used below shall have the meanings set forth in the proxy statement,
unless otherwise defined below:
1. At a June 9, 2009 meeting of the Committee, summarized on page 23
of the proxy statement under the caption Background of the Merger,
the Committee and Raymond James reviewed a list of 59
potential strategic buyers and 47 private equity firms that Raymond James,
management and the Board of Directors had identified, and discussed the process
and timetable.
2. Following a July 30, 2009 meeting of the Board, summarized
on page 24 of the proxy statement under the caption Background of the
Merger, Raymond James and management invited the four highest bidders to
continue in the sale process. The fifth
bid was not pursued due
to its low valuation range,
at a range from $0.71 to $0.76 per share. Subsequently, one of the four highest
bidders dropped out of the process due to timing issues and other priorities.
3. As summarized on page 24 of the proxy statement under the
caption Background of the Merger, from July 28 through September 24,
2009, Raymond James contacted 2 additional strategic and 4 additional private
equity firms, and had multiple conversations with the bidders remaining in the
process to encourage them to submit preliminary indications of interest.
4. During the October 30, 2009 Board meeting, summarized on page 26
of the proxy statement under the caption Background of the Merger,
the Board determined
that it wanted an independent third party to opine as to the fairness of the
transaction. Had the Company requested
Raymond James to render such an opinion, a separate fee would have been paid
over and above the advisory fees payable to Raymond James related to the
transaction. See Other Matters.
5. At the December 4, 2009 Board meeting, summarized on page 27
of the proxy statement under the caption Background of the Merger, management
noted that if the Bank was unwilling to work with the Company to refinance the
debt, the Company would be forced to sell portions of its business most
likely the 3eTI business. The proceeds
from such a sale were not expected to provide adequate liquidity to permit
sufficient investment in research and development to keep the Companys LMR
product portfolio competitive. Also,
such a move would result in a much smaller revenue business still burdened by
the costs of being a public company.
Management concluded that a total liquidation of the Company would not
be good for the Companys stakeholders due to in large part the low estimated
liquidation value for the Companys inventory and the large potential liability
if the Company failed to complete/perform under its outstanding systems
contracts. As a result, management
concluded that a total liquidation would most likely result in little or no
value for stockholders.
6. As summarized on page 31 of the proxy statement under the
caption Background of the Merger, on April 1 and 8, 2010, the Board held
telephonic meetings to review the proposals received. At the April 8 meeting, Mr. Jalbert
informed the Board that management, with the assistance of Raymond James, had
narrowed down the list to those proposals that were the most attractive in
terms of price and which had the highest probability of reaching a timely
close. He noted that management was
working through due diligence requests and scheduling meetings with those
parties. Raymond James discussed the
financing proposals received by the Company, the merits of each proposal, and
the issues that might arise in getting to a close with each such proposal.
7. At the April 29, 2010 meeting of the Board, summarized on pages 32
and 33 of the proxy statement under the caption Background of the Merger,
Raymond James advised the Board that the sale of the entire business (at a sale
price of $1.15 per share) resulted in, on the whole, better implied EBITDA
valuation multiple statistics than the sale of just 3eTI. The Board, management and Raymond James also
discussed the premium over the Companys share price at different points in
time.
8. As summarized under the sub-heading Advice of Raymond James on page 38
of the proxy statement under the caption Reasons for the Merger;
Recommendation of the Board of Directors, the Board considered the on-going
discussions, advice and recommendations of Raymond James, its financial
advisor, received over the course of the sales process.
9. As discussed under the sub-heading Other Matters on page 47
of the proxy statement under the caption Opinion of Houlihan Lokey Howard &
Zukin Financial Advisors, Inc., Houlihan Lokey and certain of its
affiliates have in the past provided investment banking, financial advisory and
other financial services to certain affiliates of Francisco Partners Management
LLC, an affiliate of Parent (Francisco Partners LLC), for which Houlihan
Lokey and such affiliates have received compensation. Houlihan Lokey has not made or held any
investment in Francisco Partners LLC or any of its affiliates. Certain of Houlihan Lokeys affiliates and
their respective employees may have committed to invest in private equity or
other investment funds managed or advised by Francisco Partners LLC or certain
of their respective affiliates, and in portfolio companies of such funds, and
may have co-invested with Francisco Partners LLC or certain of their respective
affiliates, and may do so in the future.
Forward-Looking
Statements
This document 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. Important factors,
which could cause actual results to differ materially, including, without
limitation: the ability to obtain regulatory approvals of the acquisition on
the proposed terms and schedule; the failure of the Companys 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; the risk that the businesses
will not be integrated successfully; and disruptions from the acquisition
making it more difficult to maintain relationships with customers, employees or
suppliers. Additional factors that may affect future results are described in
the Companys reports on Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission (the SEC).
Additional
Information
In connection with the
proposed transaction, the Company has filed a definitive proxy statement with
the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND
RELATED MATTERS. Investors and security holders are able to obtain copies of
the proxy
statement, as well as other
filings containing information about the Company, free of charge, at the
website maintained by the SEC at www.sec.gov. Copies of the proxy statement and
other filings made by the Company 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 the Company and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information
regarding the Companys 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, is contained in the definitive proxy statement relating to the
merger, which was filed with the SEC on July 6, 2010. Investors should
read the definitive proxy statement carefully before making any voting or
investment decisions.
This
proxy statement supplement is dated August 5, 2010 and is being mailed to
stockholders of EFJ on or about August 5, 2010.
Efj (NASDAQ:EFJI)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Efj (NASDAQ:EFJI)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024