- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
19 Juli 2010 - 10:17PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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EF
Johnson Technologies, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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YOUR VOTE IS IMPORTANT
PLEASE SUBMIT YOUR PROXY TODAY
July 19, 2010
Dear
Fellow Stockholder:
We have previously mailed to you proxy materials in connection with the
Special Meeting of Stockholders of EF Johnson Technologies, Inc., (EFJI)
to be held on August 11, 2010.
Your vote is important and your participation is requested at this
important meeting.
As you may know, the board of directors of EF Johnson Technologies, Inc.
has unanimously approved a merger agreement providing for the acquisition of
EF Johnson Technologies, Inc. by FP-EF Holding Corporation, an
affiliate of Francisco Partners II, L.P. If the merger agreement is
completed, you will be entitled to receive $1.50 in cash, without interest and
less any applicable withholding tax, for each share of EF Johnson
Technologies, Inc. common stock owned by you immediately prior to
completion of the merger (unless you have properly and validly perfected your
statutory rights of appraisal with respect to the merger).
The Board considered the relationship of the merger consideration to
the current and historical market prices of the Companys Common Stock and the
fact that the merger consideration was to be paid in cash, which would provide
stockholders with the opportunity for liquidity and to receive a premium over
the current and recent prices of the Common Stock. The Board reviewed
historical market prices, volatility and trading information with respect to
the Common Stock, including the fact that the merger consideration represented
a premium of 48.2% over the average closing price per share of Common Stock on
the NASDAQ Global Market over the 30 trading days prior to June 18, 2010,
48.0% over the average closing price per share of Common Stock over the 90
trading days prior to June 18, 2010, 46.7% over the average closing price
per share of Common Stock over the 180 trading days prior to June 18, 2010
and 45.8% over the average closing price per share of Common Stock for the one
year prior to June 18, 2010.
The Board of Directors unanimously recommends that our
stockholders vote FOR the proposal to adopt the Merger Agreement and FOR
the proposal to adjourn the special meeting, if necessary or appropriate, to
solicit additional proxies
.
Completion of the Merger requires the adoption of
the Merger Agreement by the affirmative vote of the holders of a majority of
shares of Common Stock issued and outstanding. Failure to vote your shares of
Common Stock by proxy or in person or an abstention will have the same effect
as voting against adoption of the Merger Agreement. Approval of the proposal to
adjourn the special meeting, if necessary or appropriate, for the purpose of
soliciting additional proxies requires the affirmative vote of a majority of
the votes cast by the holders of all Common Stock present in person or
represented by proxy at the special meeting and entitled to vote on the matter.
Failure to vote your shares of Common Stock or an abstention will have no
effect on the approval of the proposal to adjourn the special meeting.
Even
if you plan to attend the special meeting in person, we request that you mark,
sign, date and return the enclosed proxy or submit your proxy by telephone or
the Internet prior to the special meeting to ensure that your shares will be
represented at the special meeting if you are unable to attend. If you have
previously returned your proxy, please accept our thanks and disregard this
request.
Thank you for your cooperation, continued support
and prompt response.
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Sincerely,
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Michael
E. Jalbert
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Chairman
of the Board
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3 EASY WAYS TO VOTE
Help
your Company avoid the expense of further solicitation by voting today. You may
use one of the following simple methods to vote your shares:
1.
Vote
by Telephone
.
Call the
toll-free number listed for this purpose on your proxy card or voting
instruction form. Have your control
number listed on the form ready and follow the simple instructions.
2.
Vote
by Internet
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Go to the website
listed on your proxy card or voting instruction form. Have your control number listed on the form
ready and follow the simple instructions.
3.
Vote
by Mail
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Mark, sign, and
date your proxy card or voting instruction form and return it in the postage-paid
return envelope provided.
PLEASE ACT TODAY
YOUR VOTE
IS IMPORTANT
Please help your Company save additional solicitation
costs by marking, signing, dating and returning your enclosed proxy card or
voting instruction form today.
Please do so for each account you maintain.
Internet and
telephone voting are also available.
Please refer to your proxy card or voting instruction form for
instructions. If you have any questions
or need assistance voting your shares, please call D. F. King & Co., Inc.,
which is assisting
EF Johnson Technologies, Inc, toll-free at 1-800-769-7666.
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