SPLASH TECHNOLOGY HOLDINGS INC
SC 14D9, EX-99.A, 2000-08-31
COMPUTER PERIPHERAL EQUIPMENT, NEC
Previous: SPLASH TECHNOLOGY HOLDINGS INC, SC 14D9, 2000-08-31
Next: KROLL O GARA CO, 425, 2000-08-31



<PAGE>

                                                                    Exhibit 99A

         1. FOR IMMEDIATE RELEASE


         Electronics for Imaging:                Market Street Partners

         Heather Marklein 650/357-3229           Investor contact:

         [email protected]                JoAnn Horne 510/596-1787 x280

                                                 [email protected]

         Splash Technology

         Investor Relations                      Financial media contact:

         John Ritchie 408/328-6352               Sheryl Seapy 510/596-1787 x281

                                                 [email protected]




              ELECTRONICS FOR IMAGING TO ACQUIRE SPLASH TECHNOLOGY


TRANSACTION CREATES TECHNOLOGY POWERHOUSE TO CAPITALIZE ON OPPORTUNITIES IN
COLOR IMAGING MARKET


         FOSTER CITY and SUNNYVALE, Calif., August 31, 2000 - Electronics For
Imaging, Inc. (EFI) (NASDAQ:EFII) the world leader in enabling networked
printing solutions, and Splash Technology Holdings, Inc. (NASDAQ:SPLH) today
announced that they had entered into a merger agreement. The transaction
positions EFI as a technology powerhouse to capitalize on substantial growth
opportunities in emerging color imaging markets.


                                      -1-
<PAGE>

         EFI will pay Splash stockholders $10.00 per share in cash, effectively
valuing the transaction at $146 million. The acquisition will be structured as a
tender offer to be commenced within ten business days for any and all
outstanding shares of Splash's common stock followed by a merger cashing out any
untendered shares at the same $10.00 per share price. Consummation of the tender
offer is subject to receipt of required regulatory approvals, the valid tender
of at least 50% of the Splash common stock and other conditions.

         "This deal provides substantial technological and financial benefits to
EFI," said Guy Gecht, Chief Executive Officer of EFI. "Splash has developed
several high-quality technologies to advance digital color printing. Combining
Splash's and EFI's high-caliber teams will allow our company to more quickly
address new market opportunities and to better serve the needs of our partners
on a wider range of projects."

         "We are very excited to be joining forces with EFI to provide industry
leading technology to the color imaging market," said Kevin Macgillivray, Chief
Executive Officer of Splash. "By combining the technological expertise of both
companies we believe our ability to move into new markets is significantly
enhanced." He added, "The combined companies will also be able to focus more
effectively on marketing and sales efforts, spurring the demand for color and
reaching new markets."

         "This acquisition is an important statement about EFI's future," said
Guy Gecht. "We are committed to expanding our presence in all segments of the
color market, and driving new demand for color printing worldwide. The
acquisition of Splash and its technology positions us to capitalize on the
potential of these emerging markets."

         Separately, Splash announced that, due to increased focus on inventory
levels at one of its key channel partners, as well as a slip in the launch
schedule of a new product line, the expected sales level for the current third
quarter is in the range of $7-11 million, and that its revised revenue growth
outlook for the full 2000 year is expected to be flat.

         A webcast to discuss the transaction will take place this morning,
August 31, 2000 at 7:30 am PST. Later this morning, EFI will issue a worldwide
media alert with information about how to listen to the live webcast.


                                      -2-
<PAGE>

         2. ABOUT SPLASH TECHNOLOGY

         Splash Technology produces color servers that transform printing
engines into powerful networked printers. Splash's innovative technology is easy
to use and enables high-quality, accurate, and consistent color printing from
virtually any desktop computer and application. Advanced product features
include color correction, color calibration, separations support, variable data
printing, and large format support. Splash ships color servers on both Intel and
PowerPC platforms.


         (a)  About Electronics For Imaging

         Electronics For Imaging (www.efi.com) is the world leader in
enabling networked printing solutions. EFI technology allows copiers,
printers and digital presses to be shared across work groups, the enterprise
and the Internet. The results are greater productivity, improved document
management, seamless networking and the assured quality of color and
black-and-white images. The company's OEM partners look to EFI to deliver
products that help grow sales and reduce costs associated with internal
development and support. Competitive, feature-rich solutions, such as the
Fiery-Registered Trademark- and EDOX(TM) brands of networked image processors
and the eBeam(TM) brand of Web-enabled whiteboard systems, are an outgrowth
of our determination to offer OEMs and end users alike the highest assurance
of innovation, quality, reliability and support. The company employs more
than 800 people and maintains 22 offices worldwide.

         3. CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS

         Statements contained in this press release, which are not historical
facts, are forward-looking statements subject to risks and uncertainties as
discussed more fully in the companies' filings with the SEC, including their
most recent Form 10-K and Form 10-Q. In addition, acquisitions involve risks and
uncertainties which include, among others, the risk that expected growth will
not be achieved, the integration of the companies will divert management
attention and may not be achieved at all, any expected accretion in earnings
will not materialize, expected synergies may not be realized and employees may
choose not to continue with the combined company.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995:

Statements in this press release concerning the enhanced ability to move into
new markets, the more effective focus on marketing and sales efforts intended
to spur demand for color and reach new markets, and Splash's projected third
quarter sales and year 2000 sales growth rate constitute forward looking
statements. Splash's actual third quarter and year 2000 results may differ
from those contained within the forward-looking statements. The following are
important factors that could cause actual results to differ materially from
those in these forward-looking statements: dependence on the color copier
industry and market growth rates, reliance on sales to OEM and distribution
partners, the ability of the company to continue to successfully develop and
market new products and product enhancements for targeted markets, the highly
competitive nature and rapid technological change that characterize the color
imaging industry, and the introduction of competing products or

                                      -3-
<PAGE>

technologies by other companies. Splash undertakes no obligation to publicly
release any revision to any forward-looking statement.

         4. NOTICE TO READ TENDER OFFER DOCUMENTS

         A tender offer statement will be filed with the Securities and
Exchange Commission. YOU ARE URGED TO READ THE TENDER OFFER STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE COMMISSION. THE TENDER OFFER
STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE TENDER OFFER AND RELATED TRANSACTIONS. You
may obtain a free copy of the tender offer statement and other documents
filed by EFII and Splash with the Commission at the Commission's web site at
www.sec.gov. The tender offer statement and other documents to be filed with
the Commission by EFII will be available free of charge from EFII by
directing a request to EFII, 303 Velocity Way, Foster City, CA 94494. In
addition, the Schedule 14D-9 and other documents to be filed with the
Commission by Splash may be obtained free of charge from Splash by directing
a request to 555 Del Rey Avenue, Sunnyvale, CA 94085.


Splash, the Splash logo, ColorCal, Global Color Printing, IntelliColor,
ColorMatch, SpotProof, DiamondPress, and DiamondMerge are trademarks or
registered trademarks of Splash Technology, Inc.


         EFI, the EFI logo, Fiery, the Fiery logo and other terms and product
names as indicated in this release are registered trademarks with the U.S.
Patent and Trademark Office and certain other foreign jurisdictions.


         All other terms and product names may be trademarks or registered
trademarks of their respective owners and are hereby acknowledged.



                                      ###


                                      -4-



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission