Electronics for Imaging Inc, et al. – ‘425’ on 2/26/03 re: Printcafe Software Inc

On:  Wednesday, 2/26/03, at 2:25pm ET   ·   Accession #:  891618-3-1046   ·   File #:  0-49710

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         2      9K 

425
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                                         Filed by: Electronics for Imaging, Inc.
                                                Filed under Rules 425 and 14a-12

                      Subject Companies: Electronics for Imaging, Inc. (0-18805)
                                              Printcafe Software, Inc. (0-49710)

The following article appeared in Bloomberg.com:                                

Electronics for Imaging's Ritchie Comments on Printcafe Offer                   
By Laure Edwards                                                                

Foster City, California, Feb. 25 (Bloomberg) -- Electronics for Imaging Inc.'s  
John Ritchie, vice president of finance, comments on the company's $27.6 million
offer for printing-industry software designer Printcafe Software Inc., after    
Creo Inc. withdrew its bid. Electronics for Imaging, based in Foster City,      
California, offered $2.60 a share in cash and stock for Printcafe on Jan. 23.   
Creo, a Canadian maker of digital-printing gear, yesterday withdrew its         
$3-a-share offer. Creo, which holds 45 percent of Printcafe's shares, had       
offered its own stock. Electronics for Imaging's "offer of a combination of     
stock and cash was a more attractive currency. The trading volume of Creo is not
particularly liquid." "We're proceeding to finalize the merger agreement." "It  
could be six to 10 weeks before the deal is finalized" after regulatory         
approvals. On whether Printcafe's special committee has accepted the offer. "Up 
until the time they receive the merger agreement, they will be able to determine
whether they will accept the offer. But all the (Securities and Exchange        
Commission) filings point to it." "At this time, we have no need to exercise our
option to buy 20 percent of Printcafe's stock at $2.60 a share" because there   
are no other buyers.                                                            

EFI believes that this article contains a number of inaccuracies and the correct
information is:                                                                 

   -     Each Printcafe stockholder may elect to receive cash or shares of
          Electronics for Imaging common stock with respect to each share of
Printcafe they own.                                     

      -     The merger is expected to be completed in the second quarter of 2003
but the exact date can not be predicted;                

-     There are no required regulatory approvals, other than the    
            effectiveness of Electronics for Imaging's registration statement to
be filed with the SEC                                   

  -     Mr. Ritchie stated that there was no binding agreement as of the
            time the Nasdaq market closed on February 25, 2003 and that he could
          not predict whether or not the parties would be able to negotiate,
           execute and deliver a binding merger agreement. The parties did, in
        fact, deliver a binding merger agreement early in the morning of
February 26, 2003.                                      

-     EFI has the right to exercise its option to acquire shares of 
          Printcafe common stock until the expiration of the option, and may
         do so at any time. The merger agreement provides that if EFI does
            not exercise its option in full on the record date for the Printcafe
         stockholders meeting to adopt the merger agreement, Printcafe may
terminate the merger agreement.                         

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The offer and sale of shares of EFI common stock in connection with the merger  
will be registered with the SEC. That registration statement on Form S-4 has not
been filed as of the date of this press release and, once filed, copies may be  
obtained from either EFI or Printcafe or at the SEC's website www.sec.gov. The  
registration statement will contain important information as to how the merger  
will affect investments in shares of either EFI or Printcafe and interested     
persons should carefully read that registration statement in its entirety.      

Printcafe and its directors and executive officers may be deemed to be          
participants in the solicitation of proxies from its security holders in favor  
of the adoption of the merger agreement. The directors and executive officers of
Printcafe and their beneficial ownership of Printcafe common stock are set forth
in the prospectus for Printcafe's initial public offering and has been          
supplemented by filings on Schedule 13D/G with the SEC. You may obtain those    
documents free of charge at the SEC's website, www.sec.gov. Printcafe's security
holders may obtain additional information regarding the interests of the        
foregoing people by reading the registration statement when it becomes          
available.                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		2/26/03		1					425,  8-K,  DEFA14A,  SC 13D/A
		2/25/03		1					SC 13D/A,  SC 13G/A
									List all Filings