Expands Offerings, Scale and Geographic Reach to
Service Global Enterprise Clients
A wholly-owned subsidiary of global solutions integrator AGC
Networks Ltd (BSE/NSE: AGCNET), AGC Networks Pte. Ltd. in Singapore
and Black Box Corporation (NASDAQ:BBOX) announced today that they
have entered into a definitive merger agreement under which AGC
Singapore would acquire all the outstanding shares of Black Box for
$1.08 per share in cash, subject to customary closing conditions
and regulatory approvals. The Black Box Board of Directors
unanimously approved the merger agreement following a thorough
review of the full range of available strategic, financial and
capital structure alternatives, which Black Box commenced and
announced on February 6, 2018. The transaction is expected to close
prior to the end of the calendar year.
The combination with Black Box will provide a
substantial increase in AGC’s presence and offerings in North
America. In addition, AGC will enhance its footprint in providing
technologies and services throughout six continents. The
acquisition will be significant for AGC, expected to add over $600
million in annual revenue and approximately 3,000 team members
serving clients worldwide.
“We have known Black Box for many years and
believe that its skilled teams and strong client relations with
world-class enterprises and partners will allow us to better serve
our global clients,” said Sanjeev Verma, Executive Director and CEO
of AGC Networks. “The merger of our two companies will create a
unique organization that has the scale to deliver world-wide
technical solutions to the largest organizations.”
“We were looking for a partner that could
provide us with the resources to grow our services and products
businesses in a way that benefitted clients and employees,” said
Joel Trammell, CEO of Black Box. “As we visited in depth with the
AGC team, it became obvious that the fit was very strong and that
the combination would make our company more exceptional. I look
forward to working with Sanjeev and his team to build a world class
global technology services company.”
Under the terms of the merger agreement, an
indirect wholly owned U.S. subsidiary of AGC Singapore will
commence a tender offer to purchase all of the outstanding shares
of Black Box common stock for $1.08 per share in cash. Upon the
successful completion of the tender offer, the U.S. subsidiary of
AGC Singapore would acquire all remaining shares of common stock
not tendered in the offer for $1.08 per share through a second-step
merger. The tender offer and the second-step merger are
subject to customary conditions, including the tender of a majority
of the outstanding shares of Black Box common stock. The U.S.
subsidiary of AGC Singapore is financing the merger through a
combination of equity and debt. Pathlight Capital will serve as
administrative agent for the senior credit facilities.
Strategic Rationale
The transaction brings together two global IT
solutions providers that share a “client focus” approach and are
committed to accelerating their clients’ business. AGC brings its
strong presence in India, the Middle East and Pacific Rim to
complement Black Box’s services focus in the Americas and Europe,
while also enhancing the presence in other global markets. Both
companies provide full managed services capabilities in Unified
Communications and Collaboration, Cloud, Data Center and Edge
Technologies. AGC adds its expertise in digital applications and
cybersecurity to Black Box’s strong infrastructure and mobility
background. The transaction will enhance their technology
vendor partners’ reach in global markets, verticals and clients.
The Black Box products business will continue to offer its full
portfolio of products directly and through channel partners.
Advisors
Raymond James & Associates is acting as
financial adviser to Black Box and Jones Day is serving as legal
counsel with Morris Nichols Arsht & Tunnell LLP as special
Delaware counsel. SunTrust Robinson Humphrey is serving as
financial adviser to AGC and Alston & Bird is serving as legal
counsel. GLC Advisors and Rubin Capital are serving AGC as
financial advisers in arranging capital.
About AGC Networks
AGC Networks is the client’s trusted global
technology integrator to architect, deploy, manage and secure their
IT environment through customized solutions and services that
accelerate their business. AGC partners with the world’s best
brands in Unified Communications, Data Center & Edge IT, Cyber
Security (CYBER-i) and Digital Transformation & Applications.
For more information log on to www.agcnetworks.com.
About Black Box
Black Box is a leading digital solutions
provider dedicated to helping customers design, build, manage and
secure their IT infrastructure. Black Box delivers high-value
products and services through its global presence and approximately
3,000 team members. To learn more, visit the Black Box Web site at
http://www.blackbox.com.
Notice to Investors and Security
Holders
The tender offer described herein has not yet
commenced. This document is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any common stock of Black Box or any other
securities. On the commencement date of the tender offer, a
tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related documents, will be
filed with the United States Securities and Exchange Commission
(the “SEC”) by AGC and/or its affiliates, and a
solicitation/recommendation statement on Schedule 14D-9 will be
filed with the SEC by Black Box. The offer to purchase Black
Box common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as
a part of the Schedule TO. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF BLACK BOX ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. Investors and security holders may
obtain a free copy of these statements (when available) and other
documents filed with the SEC at the website maintained by the SEC
at www.sec.gov or by directing such requests to the information
agent for the tender offer that will be named in the tender offer
statement on Schedule TO.
Forward-Looking Statements
All of the statements in this document, other
than historical facts, are forward-looking statements, including,
without limitation, the statements made concerning the pending
acquisition of Black Box by AGC, and are based on a number of
assumptions that could ultimately prove inaccurate.
Forward-looking statements made herein with respect to the tender
offer, the merger and related transactions, including, for example,
the timing of the completion of the merger and the potential
benefits of the merger, reflect the current analysis of existing
information and are subject to various risks and
uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, Black Box’s actual results may differ materially from its
expectations or projections. The following factors, among
others, could cause actual plans and results to differ materially
from those described in forward-looking statements: (i)
uncertainties as to the timing of the tender offer and the merger;
(ii) uncertainties as to how many Black Box stockholders will
tender their shares of Black Box common stock in the tender offer;
(iii) the possibility that competing acquisition proposals will be
made; (iv) the possibility that Black Box will terminate the merger
agreement to enter into an alternative business combination,
refinancing, or other recapitalization transaction; (v) the
possibility that various closing conditions for the transactions
contemplated by the merger agreement may not be satisfied or
waived; (vi) the risk that the merger agreement may be terminated
in circumstances requiring Black Box to pay a termination fee;
(vii) risks related to the filing or filings to be made with CFIUS,
and unanticipated developments in related law; (viii) the
possibility that the transactions contemplated by the merger
agreement may not be timely completed, if at all; (ix) the risk
that, prior to the completion of the transactions contemplated by
the merger agreement, if at all, Black Box’s business and its
relationships with employees, collaborators, vendors and other
business partners could experience significant disruption, whether
due to uncertainty related to the tender offer, the merger and
related transactions, degradation in Black Box’s financial
performance, or other factors; (x) the risk that the equity
financing, debt financing or both to be obtained by AGC and/or its
affiliates are unavailable to complete the Offer or the Merger;
(xi) the risk that stockholder litigation in connection with the
tender offer or the merger may result in significant costs of
defense, indemnification and liability; (xii) the risk that Black
Box does not generate sufficient cash flow from operations to meet
its obligations during the period prior to the completion of the
transactions contemplated by the merger agreement; (xiii) the risks
and uncertainties pertaining to Black Box’s business; and (xiv)
other factors included elsewhere in Black Box’s public periodic
filings with the SEC, as well as the tender offer materials filed
and to be filed by AGC and/or its affiliates in connection with the
tender offer. Other factors that could cause actual results
to differ materially include those set forth in Black Box’s SEC
reports, including, without limitation, the risks described in
Black Box’s Annual Report on Form 10-K for its fiscal year ended
March 31, 2018, and Black Box’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2018, each of which are on file with the
SEC. Black Box’s SEC filings are available publicly on the
SEC’s website at www.sec.gov, on Black Box’s website at
https://www.blackbox.com/ under the Investor Relations section or
upon request via phone at 724-873-6788. Black Box disclaims
any obligation or undertaking to update or revise the
forward-looking statements contained herein, whether as a result of
new information, future events or otherwise, except as required by
law.
Contacts: |
|
|
|
AGC
Networks Mike Carney Senior Vice President Phone: +1 214
258 1612 Email: legal.us@agcnetworks.com |
Black Box
CorporationDavid J. RussoExecutive Vice President, Chief
Financial Officer and TreasurerPhone: (724) 873-6788Email:
investors@blackbox.com |
Black Box Corp. (NASDAQ:BBOX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Black Box Corp. (NASDAQ:BBOX)
Historical Stock Chart
From Sep 2023 to Sep 2024