Critical IT Infrastructure Solutions Provider to Extend Market
Reach and Technology Base of Digi's IoT Product and Services
Business
HOPKINS, Minn., Nov. 7, 2019 /PRNewswire/ -- Digi
International® Inc., (NASDAQ: DGII) (www.digi.com), a
leading global provider of Internet of Things (IoT) connectivity
products, software and services today announced it has signed a
definitive agreement to acquire Opengear, Inc., a provider of
secure IT infrastructure products and software. The closing of
the transaction is subject to customary conditions, including
antitrust regulatory clearance.
Founded in 2004, Opengear delivers critical IT infrastructure,
including failover-to-cellular and out-of-band management
solutions, to a broad range of Fortune 100 and other customers. Its
provisioning, orchestration and remote management of network
devices, through innovative software and appliances, enables
technical staff to manage their data centers and remote network
locations. Opengear is headquartered in Edison, New Jersey, with R&D centers in
Silicon Valley and Brisbane,
Australia, with an additional office in Sandy, Utah. Opengear is expected to retain
its existing office locations and future office consolidations, if
any, will be designed to minimize disruption to employees and
customers.
Digi has agreed to acquire Opengear for upfront cash of
approximately $140 million with a
potential for contingent consideration of up to an additional
$15 million based on revenue
performance through 2020. To finance the purchase, Digi expects to
use a combination of cash on hand and debt financing under a
$150 million facility that BMO Harris
Bank N.A. has committed to provide to Digi. Canaccord Genuity
served as financial advisor to Digi on the acquisition, Stephens
Inc. advised Digi in obtaining the debt commitment, and Faegre
Baker Daniels LLP served as legal counsel to Digi on the
transactions. Digi expects the acquisition to be immediately
accretive to earnings.
"Joining forces with Opengear gives customers an expansive,
high-value, technology portfolio that is hardware enabled and
software defined," said Ron Konezny,
President and CEO of Digi International. "Both companies have a
deep commitment to our customers and will continue to invest in
product development to deliver business- and mission-critical
solutions."
"Digi and Opengear will mesh well as we share so many of the
same values in how we treat our customers and employees," said
Opengear CEO Gary Marks. "Our
products are complementary, so customers and partners will get
exceptional choice."
An investor presentation pertaining to the acquisition can be
found at the investor relations section of Digi's website.
About Digi International
Digi International
(Nasdaq: DGII) is a leading global provider of business and
mission-critical Internet of Things (IoT) connectivity products and
solutions. We help our customers create next-generation connected
products and solutions to deploy, monitor and manage critical
communications infrastructures and compliance
standards in demanding environments with high levels of
security, relentless reliability and bulletproof performance.
Founded in 1985, we've helped our customers connect over 100
million things, and growing. Visit www.digi.com.
About Opengear
Opengear delivers secure, resilient
access and automation to critical IT infrastructure, even when the
network is down. Provisioning, orchestration and remote management
of network devices, through innovative software and appliances,
enables technical staff to manage their data centers and remote
network locations reliably and efficiently. Opengear's business
continuity solutions are trusted by global organizations across
financial, digital communications, retail and manufacturing
industries. Visit www.opengear.com.
Forward-Looking Statement
This press release
contains forward-looking statements that are based on management's
current expectations and assumptions. These statements often can be
identified by the use of forward-looking terminology such as
"anticipate," "believe," "estimate," "may," "will," "expect,"
"plan," "project," "should," or "continue" or the negative thereof
or other variations thereon or similar terminology. Among other
items, these statements relate to expectations about the certainty
and timing of completing the transactions, future business
performance of the business expected to be purchased in the above
described acquisition as well as future actions, operations and
performance of Digi following the pending acquisition. Such
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions, including risks
related to satisfaction of the closing conditions, whether our
business will perform as anticipated, our ability to integrate the
acquired business effectively, the potential growth or entrance in
the marketplace of competitors, some of whom may have significantly
more resources than us, whether the intended target market for the
products of the acquired business will adopt our offerings, whether
we will be able to sell the products of the acquired business
effectively into the marketplace, whether we will be able to
leverage the product development and engineering resources of the
acquired business effectively, rapid changes in technologies that
may displace products and services we intend to sell, delays in
product development efforts, uncertainty in user acceptance of our
products and services, the ability to maintain key customer and
vendor relationships of the acquired company, the ability to
integrate our products and services with those of other parties in
a commercially accepted manner, potential liabilities that can
arise if any of our products have design or manufacturing defects,
our ability to defend or settle satisfactorily any litigation,
uncertainty in global economic conditions and economic conditions
within particular regions of the world which could negatively
affect product demand and the financial solvency of customers and
suppliers, the impact of natural disasters and other events beyond
our control that could negatively impact our supply chain and
customers, our ability to attract and retain important employees,
potential unintended consequences associated with restructuring or
other similar business initiatives that may impact our ability to
retain important employees and our ability to execute on the
business to achieve the anticipated benefits and synergies
associated with the transaction. These and other risks,
uncertainties and assumptions identified from time to time in our
filings with the United States Securities and Exchange Commission,
including without limitation, our annual report on Form 10-K for
the year ended September 30, 2018 and
subsequent quarterly reports on Form 10-Q and other filings, could
cause the Digi's future results to differ materially from those
expressed in any forward-looking statements made by us or on our
behalf. Many of such factors are beyond our ability to control or
predict. These forward-looking statements speak only as of the date
for which they are made. We disclaim any intent or obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Media Contact:
Melinda
Ball
LEWIS
Office: +1 781-418-2400
Digi@teamlewis.com
Investor Contact:
Jamie
Loch
Digi International
Sr. Vice President, Chief Financial Officer, and Treasurer
+1 (952) 912-3737
Jamie.Loch@digi.com
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SOURCE Digi International