DALLAS, SINGAPORE and MUMBAI, India, Nov. 22, 2018 /PRNewswire/
-- AGC Networks Pte Ltd. today announced that its wholly owned
subsidiary, Host Merger Sub, Inc., has commenced a cash tender
offer to acquire all of the outstanding shares of common stock of
Black Box Corporation (Nasdaq: BBOX) at a purchase price of
$1.08 per share, before deduction of
applicable withholding taxes and without interest.
The tender offer is being made pursuant to the previously
announced definitive agreement and plan of merger, dated
November 11, 2018, among Black Box,
AGC Networks and certain of its affiliates. The tender offer
and withdrawal rights are scheduled to expire at 12:00 midnight,
New York City Time, at the end of the day on December 19, 2018, unless extended or earlier
terminated in accordance with the terms of the merger agreement.
Following the completion of the tender offer, AGC Networks expects
to consummate a merger of Host Merger Sub, Inc. with and into Black
Box, with Black Box surviving as an indirect wholly owned
subsidiary of AGC, as a result of which the remaining Black Box
stockholders will receive the same consideration per share as paid
in the tender offer.
As previously announced by Black Box, its board of directors has
unanimously recommended that Black Box stockholders accept the
tender offer and tender their shares pursuant to the tender
offer.
Subject to the provisions of the merger agreement, purchaser may
be required, or in some cases may have the right to extend the
offer if required by applicable law or if at the time the offer is
scheduled to expire, any of the conditions to the offer have not
been satisfied or waived.
Shares validly tendered pursuant to the offer may be withdrawn
at any time prior the expiration of the offer and unless previously
accepted for payment may also be properly withdrawn at any time
after January 20, 2019.
Payment for any shares tendered and accepted for payment
pursuant to the offer will be made only after timely receipt by
American Stock Transfer & Trust Co., LLC, the paying agent and
depositary for the offer of certificates representing such shares
or confirmation of a book-entry transfer into the depositary's
account at The Depositary Trust Company pursuant to the procedures
set forth in the offer to purchase described below, a letter of
transmittal properly completed and executed in accordance with its
instructions and any other documents required by the letter of
transmittal.
For purposes of the offer, purchaser will be deemed to have
accepted for payment and purchased shares validly tendered and not
properly withdrawn prior to the expiration time, if and when
purchaser gives oral or written notice to the depositary of its
acceptance for payment of shares pursuant to the offer.
Payment for shares accepted for payment pursuant to the offer will
be made with the depositary, which will act as paying agent for
purposes of receiving payments from purchaser and transmitting
payments to the tendering stockholders.
The receipt of cash for shares pursuant to the offer or the
merger will be a taxable transaction for U.S. federal income tax
purposes. Holders of shares should consult with their own tax
advisors about the particular tax consequences of the offer and the
merger to them.
The closing of the tender offer is subject to customary
conditions, including the tender of at a majority of the
outstanding shares of Black Box (as further described in the offer
to purchase).
The information required to be disclosed by Rule 14d-6(d)(1)
under the Securities Exchange Act of 1934, as amended is contained
in the offer to purchase and is incorporated herein by
reference.
Copies of the offer to purchase, the related letter of
transmittal and other materials related to the tender offer may be
obtained for free from the information agent, Okapi Partners, Inc.,
toll-free at (212) 297-0720 or collect at (877) 869-0171.
Notice to Investors and Security Holders
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. A tender
offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents has been 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 has been 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 CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF BLACK
BOX ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT 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.
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. 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 Reports on
Form 10-Q for the quarter ended June 30, 2018 and
September 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.
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SOURCE AGC Networks, Inc.