Additional Proxy Soliciting Materials (definitive) (defa14a)
November 14 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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TECH DATA CORPORATION
(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):
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No fee required.
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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 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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Fee paid previously with preliminary materials.
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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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Channel Partner FAQ
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Tech Datas Board of Directors has unanimously approved an agreement under which Tech Data will be
acquired by funds managed by affiliates of Apollo Global Management.
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Under the terms of the agreement, Tech Data shareholders will receive $130 in cash for each share of common
stock that they own.
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The transaction is valued at approximately $5.4 billion.
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As a result of the transaction, Tech Data will become a private company.
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Who is Apollo Global Management?
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Founded in 1990, Apollo is one of the worlds leading global alternative investment managers.
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It is headquartered in New York and has more than 1,000 employees in 16 offices across North America, Europe
and Asia.
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The firm has approximately $323 billion of assets under management, reflecting the scope and success of
Apollos investments.
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Apollo has invested in more than 300 companies since its inception and looks to partner with companies like
Tech Data that have a leading business, strong teams and outstanding performance. Examples include:
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Presidio, a digital infrastructure and solutions business
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ii.
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Rackspace, a managed cloud computing company
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iii.
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ADT, which provides security and other services for residential and small businesses
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Additional information can be found at www.apollo.com.
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Why did Tech Data enter this agreement? Why now?
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This agreement reflects the significant progress we have made to establish Tech Data as one of the worlds
largest and most respected technology distributors.
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Over the past several months, our Board has been exploring opportunities to ensure we are best positioned to
build on this momentum and support Tech Datas continued growth and success in service to our channel partners.
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Our agreement with Apollo very much delivers on those objectives.
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What are the benefits of this transaction? Why is Apollo the right owner for Tech Data?
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In addition to providing our shareholders with significant premium cash value for their shares, this
transaction will create exciting opportunities for our company, colleagues and channel partners.
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With this agreement, Tech Data is gaining an owner with a proven record of working with other technology
companies to help them grow and thrive. Apollo shares our commitment to being a trusted partner to the worlds leading technology vendors while serving customers better than any other company in the space.
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Apollo is investing in our company because they believe Tech Datas team, capabilities and global
infrastructure provide a great platform for future growth.
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Apollos investment will enable us to accelerate our strategy to further differentiate and expand our end-to-end solutions portfolio and provide our channel partners with unparalleled reach, efficiency and expertise.
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In addition, as a private company, we will have more flexibility to make the investments in our people and
portfolio that are important for our long-term success those that were more difficult to make as a publicly traded company, given investor expectations for near-term results.
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What does it mean to become a privately held company? What are the benefits?
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As a private company, we will be able to take a long-term view without the pressure to deliver short-term
returns that often come from being a publicly traded company.
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This change opens up many opportunities for building our business organically and through acquisitions in the
near and long term.
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Becoming a private company means that, upon completion of the transaction, Tech Datas stock will no
longer be listed or traded on Nasdaq (or any public stock exchange), and we will cease to be an SEC-reporting company.
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While this is a change in the companys ownership, it does not change our strategy or business priorities.
We will continue to operate the business as usual.
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Will there be changes to Tech Datas strategy, business priorities or offerings?
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We are operating the business as usual.
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We expect that this transaction will have no impact on our day-to-day operations.
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There is no change to our strategy or business priorities, and we expect our offerings to grow and advance over
time.
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What does this mean for Tech Datas channel partners?
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We believe this transaction is a great outcome for our channel partners and will make us a stronger partner to
them.
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Apollo has a proven record of working with technology companies to help them grow and thrive. Apollo shares our
commitment to being a trusted partner to the worlds leading technology companies while serving our channel partners better than any other company in the space.
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Apollo is investing in our company because they believe Tech Datas team, capabilities and global
infrastructure provide a great platform for growth.
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Their investment will enable us to accelerate our strategy to further differentiate and expand our end-to-end solutions portfolio and provide our channel partners with unparalleled reach, efficiency and expertise.
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8.
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What should channel partners expect? Will there be any changes to how Tech Data works with and serves
channel partners as a result of the transaction? What about contracts?
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We are operating the business as usual.
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There are no changes in how we work with our channel partners.
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Contacts remain the same.
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All current contracts are continuing as normal.
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Well be here supporting our partners day-to-day needs with the same focus and commitment to service as always.
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Will there be any changes to the Tech Data name and brand?
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Following the close of the transaction, the company will continue to operate under the Tech Data name and
brand.
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Who will lead Tech Data after the transaction closes?
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Following the close of the transaction, Rich Hume will continue to lead Tech Data as chief executive officer,
alongside members of the CEO Staff.
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11.
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When do you expect the transaction to close? What approvals are required?
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The transaction is expected to close in the first half of calendar year 2020, subject to the satisfaction of
customary closing conditions, including regulatory approvals and approval by Tech Data shareholders.
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Until the transaction closes, Tech Data will continue to operate as a public company.
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Our strategy and operating priorities remain the same.
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Over the coming months, we will be working with Apollo on the appropriate regulatory filings to receive
regulatory approval.
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We will also hold a Special Meeting of Shareholders to consider and vote on the transaction as soon as
feasible.
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As we move ahead, its business as usual for our channel partners and colleagues.
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13.
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Does this transaction significantly increase the amount of financial leverage Tech Data will take on
following the transaction?
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This is not a traditional leveraged buyout, as Apollo is putting an investment-grade-style capital structure on
the company.
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As such, there is a very modest amount of incremental debt relative to the companys current debt levels
being put on the business.
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Following the close of the transaction, the company will be less than 3.0x leveraged and will have more than
$2.5 billion of liquidity
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Apollo is very focused on the company having a strong balance sheet and significant financial flexibility to
support growth.
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14.
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How does the transaction impact your investment-grade credit rating and ability to maintain your credit
access and support the business?
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Pro forma credit ratings have not been issued for the company, but we can tell you what we do know:
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i. Rating agencies often take a more conservative approach with privately held companies.
ii. We expect the companys balance sheet to be low leverage with significant liquidity going forward
iii. Apollo is investing more than $3.0 billion of equity in the transaction
iv. We understand the company will be less than 3.0x leveraged and have more than $2.5 billion of liquidity
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We expect to continue to maintain a healthy balance sheet and a strong financial position that will provide our
channel partners with the financial support they are accustomed to when doing business with us
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Where can channel partners find more information about the transaction?
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We will continue to proactively communicate updates to channel partners as we have more information to share.
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FORWARD-LOOKING STATEMENTS
This
communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ
materially from Tech Datas expectations as a result of a variety of factors. Such forward-looking statements are based upon managements current expectations and include known and unknown risks, uncertainties and other factors, many of
which Tech Data is unable to predict or control, that may cause Tech Datas actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risks
and uncertainties related to the proposed merger include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure of the parties to satisfy
conditions to completion of the proposed merger, including the failure of Tech Datas shareholders to approve the proposed merger or the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals
are delayed or are subject to terms and conditions that are not anticipated; and the risks, uncertainties, and other factors detailed from time to time in Tech Datas Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with the Securities and Exchange Commission (the SEC).
Many of these factors are beyond Tech Datas control. Tech Data cautions investors that any
forward-looking statements made by Tech Data are not guarantees of future performance. Tech Data disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to
reflect future events or developments.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Tech Data will file with the SEC and mail to its shareholders a proxy statement in connection with the proposed merger. Tech Data urges its shareholders to
read the proxy statement when it becomes available because it will contain important information regarding the proposed merger. You may obtain a free copy of the proxy statement (when available) and other related documents filed by the Company with
the SEC at the SECs website at www.sec.gov. You also may obtain the proxy statement (when available) and other documents filed by Tech Data with the SEC relating to the proposed merger for free by accessing Tech Datas website at
www.techdata.com via the SEC Filings page, by clicking on the link for About, and then clicking on the link for Investor Relations and selecting Financials.
PARTICIPANTS IN THE SOLICITATION
Tech Data and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from Tech Datas shareholders in connection with the proposed merger. Information regarding the interests of these directors and executive officers
in the proposed merger will be included in the proxy statement when it is filed with the SEC. You may find additional information about Tech Datas directors and executive officers in Tech Datas proxy statement for its 2019 Annual Meeting
of Shareholders, which was filed with the SEC on April 25, 2019. You can obtain free copies of these documents from Tech Data using the contact information above.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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