As filed with the Securities and Exchange Commission on June 6, 2000
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SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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EFTC CORPORATION
(Name of Subject Company)
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EFTC CORPORATION
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
268443 10 8
(CUSIP Number of Class of Securities)
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Jack Calderon
President and Chief Executive Officer
EFTC Corporation
9351 Grant Street, Sixth Floor
Denver, Colorado 80229
(303) 451-8200
(Name, address and telephone
number of person authorized to
receive notices and communications on
behalf of the persons filing statement)
with a copy to:
Francis R. Wheeler, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
(303) 861-7000
[X] Check the box if the filing relates solely to
preliminary communications made before the
commencement of a tender offer.
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EFTC REPORTS AGREEMENT FOR ADDITIONAL INVESTMENT
BY THAYER AND BLUM AND AMENDMENT TO TENDER OFFER
DENVER--June 6, 2000--EFTC Corporation (NASDAQ: EFTC), a leading provider of
high-mix electronic manufacturing services, reported today that it and Thayer
Equity Investors IV, L.P. (Thayer) and BLUM Capital Partners, L.P. (BLUM) have
agreed that Thayer and BLUM will invest an additional $14 million in EFTC and
that the maximum number of shares to be acquired in the previously announced
tender offer for shares of EFTC common stock will be 5,625,00 at a price of
$4.00 per share.
The tender offer was announced by EFTC on March 30, 2000 as the second stage of
a public recapitalization under which Thayer and BLUM invested a total of $54
million in EFTC in exchange for senior subordinated exchangeable notes and
warrants, and were subsequently to undertake a tender offer of up to 8,250,000
but not less than 500,000 shares of the outstanding common stock of EFTC at a
price of $4.00 per share. The tender offer, which is subject to the satisfaction
of certain conditions, has been modified to reduce the maximum number of shares
of EFTC common stock subject to the tender offer to 5,625,000 at a price of
$4.00 per share. Upon shareholder approval of certain aspects of the transaction
and consummation of the tender offer, the warrants will be cancelled and the
senior subordinated exchangeable notes issued in March will be exchanged for
senior subordinated convertible notes that are convertible into common stock at
a conversion price of $2.58 per share.
Thayer and BLUM have agreed to invest an additional $14.0 million in additional
senior subordinated exchangeable notes by June 30, 2000. Upon shareholder
approval of certain aspects of the transaction and consummation of the tender
offer, those notes will be exchanged for preferred stock of EFTC that will
accrue dividends payable in kind at a rate of 8.875% and will be convertible
into common stock at a conversion price of $1.80 per share.
The tender offer will commence at about the time EFTC mails a proxy statement to
its shareholders to seek their approval of certain aspects of the transaction.
EFTC anticipates that the proxy statement will be mailed soon after any
regulatory clearances are obtained, which could occur by the end of June.
EFTC, a provider of high-mix electronic services, is headquartered in Denver,
Colorado and employs over 1,500 people nationwide. EFTC provides its services
primarily to OEM customers in the avionics, medical, instrumentation, and
communications industries.
Thayer Capital Partners is a private equity investment firm based in Washington,
DC. Thayer manages two private equity funds with more than $1.2 billion under
management. The firm focuses on buyouts and growth equity investments in four
primary industries: information technology and services, electronics and
outsourced manufacturing, travel and leisure services, and outsourced business
services.
BLUM Capital Partners is a San Francisco-based private equity and strategic
block investment firm, which manages in excess of $3 billion in capital both
domestically and internationally. BLUM has invested in a wide variety of
businesses and has been successful initiating
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<PAGE>
value-enhancing strategies, including going-private transactions, equity
infusions to either restructure a balance sheet or provide growth capital, share
repurchases, acquisition programs, and business unit divestitures.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of the company. If an offer is commenced, Thayer and BLUM will
file a tender offer statement with the U.S. Securities and Exchange Commission
and EFTC will file a solicitation/recommendation statement with respect to the
offer. The tender offer statement (including an offer to purchase, a related
letter of transmittal, and other offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and certain other offer
documents, as well as the solicitation/recommendation statement, will be made
available to all stockholders of EFTC at no expense to them. The tender offer
statement (including the offer to purchase, the related letter to the
transmittal, and the other offer documents filed with the commission) and the
solicitation/recommendation statement will also be available at no charge at the
Commission's website at www.sec.gov.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Certain of the statements contained in this press release are
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements include any suggestion that the tender offer
will or will not be commenced or consummated. Factors that could cause actual
results to differ materially include the following: satisfaction of the
conditions to the tender offer; relations with the Company's major customer;
business conditions and growth in the Company's industry and in the general
economy; competitive factors; risks that orders may be subject to cancellation;
risks due to shifts in market demand; risks inherent with predicting revenue and
earnings outcomes; uncertainties involved in implementing improvements in the
manufacturing process; uncertainties regarding potential tax refunds,
uncertainties regarding application of accounting principles; the ability of the
Company to complete acquisitions; and the risk factors listed from time to time
in the Company's reports filed with the Securities and Exchange Commission as
well as assumptions regarding the foregoing. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Readers are
cautioned that any such forward- looking statements are not guarantees of future
performance and involve risks and uncertainties and that actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Readers are cautioned not to place undue reliance on
these forward-looking statements.
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