A wholly owned subsidiary of global solutions integrator AGC
Networks Ltd (BSE/NSE: AGCNET), AGC Networks Pte. Ltd. in Singapore
(“AGC Networks), and Black Box Corporation (NASDAQ:BBOX) today
announced that AGC Networks’ indirect wholly owned subsidiary, Host
Merger Sub Inc. (“Purchaser”), has increased its offer price with
respect to its tender offer (the “Offer”) to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per
share (the “Shares”), of Black Box Corporation (“Black Box”) from
$1.08 to $1.10 per Share, net to the holder thereof in cash,
without interest and subject to any applicable tax
withholding. The increased offer price represents a premium
of approximately 3.77% over the closing price of Black Box’s Shares
on November 20, 2018, the last full trading day prior to the
commencement of the Offer. The expiration date of the Offer will be
extended to January 4, 2019, and withdrawal rights will be
available until the expiration date.
The increase in the offer price is being made
pursuant to an amendment, entered into on December 20, 2018, to the
previously announced merger agreement, dated November 11, 2018,
between Black Box, Purchaser and certain of Purchaser’s
affiliates.
Additionally, as a result of the increase in the
offer price, the Offer period has been extended as required by the
SEC’s rules and to allow additional time for the satisfaction of
the conditions to the Offer.
As of midnight (i.e., one minute after 11:59
p.m.), New York City time, on December 19, 2018, 7,137,166 Shares
(excluding 515,140 shares tendered by guaranteed delivery) had been
validly tendered and not withdrawn pursuant to the Offer,
representing approximately 46.84% of the outstanding Shares.
Shareholders who have already tendered their Shares do not have to
re-tender their Shares or take any other action as a result of the
extension of the expiration date of the Offer.
Unless extended further, the Offer will now
expire at midnight (i.e., one minute after 11:59 p.m.), New York
City time, on January 4, 2019. The Offer was previously scheduled
to expire at midnight (i.e., one minute after 11:59 p.m.), New York
City time, on Wednesday, December 19, 2018. All terms and
conditions of the Offer, other than the offer price and original
expiration time, remain the same.
Complete terms and conditions of the Offer are
set forth in the Offer to Purchase, Letter of Transmittal and other
related materials that were filed as exhibits to the Tender Offer
Statement on Schedule TO filed by AGC Networks and Purchaser with
the Securities and Exchange Commission (the “SEC”) on November 21,
2018, as amended and supplemented by Amendment No. 1 thereto filed
on December 4, 2018. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials may be obtained for free
from the information agent, Okapi Partners, Inc., toll-free at
(212) 297-0720 or collect at (877) 869-0171, or on the SEC’s
website at www.sec.gov.
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 regarding AGC Networks,
visit www.agcnetworks.com.
About Black BoxBlack 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 about Black Box, please visit the
website at www.blackbox.com.
Important Additional
InformationThis 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 SEC by AGC Networks 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.
In addition, Black Box files annual, quarterly
and special reports and other information with the SEC. You may
read and copy any reports or other information filed by AGC
Networks or Black Box at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. AGC Network’s and Black Box’s filings with the SEC are
also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
Black Box Forward-Looking
StatementsAll 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, the Company’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 Networks
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, the Current Reports on Form 8-K, filed
July 2, 2018 and November 13, 2018, and Black Box’s Quarterly
Reports on Form 10-Q for the quarter ended June 30, 2018 and
September 29, 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 CarneySenior
Vice PresidentPhone: 214-258-1612Email:
legal.us@agcnetworks.com
Black BoxDavid J.
RussoExecutive Vice President, Chief Financial Officer and
TreasurerPhone: (724)
873-6788
Email: investors@blackbox.com
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