Tech Data (Nasdaq: TECD) today announced it has entered into a
definitive agreement to be acquired by an affiliate of funds (the
“Apollo Funds”) managed by affiliates of Apollo Global Management,
Inc. (NYSE: APO), a leading global alternative investment manager
(“Apollo”). Through the agreement, the affiliate of the Apollo
Funds will acquire all of the outstanding shares of Tech Data
common stock for $130 per share in a transaction with an enterprise
value of approximately $5.4 billion.
The purchase price represents a 24.5 percent premium to the
unaffected 30-day volume weighted average closing share price of
Tech Data’s common stock ended Oct. 15, 2019, the last trading day
prior to published market speculation regarding a potential
transaction involving the company.
“Over our 45-year history, Tech Data has grown to become one of
the largest and most respected technology distributors in the
world. This agreement reflects the significant progress we have
made in our strategy of delivering higher value and positions us
for continued growth and success,” said Rich Hume, chief executive
officer, Tech Data. “This investment by funds managed by one of the
world’s leading global alternative investment managers will afford
us additional resources to accelerate our ability to bring to
market the technology products and solutions the world needs to
connect, grow and advance. The transaction will enable us to build
on our success, making Tech Data a growth platform and enabling us
to further differentiate and expand our end-to-end solutions and
provide our channel partners with unparalleled reach, efficiency
and expertise.”
Charles E. ("Eddie") Adair, lead independent director of the
Tech Data Board of Directors said, “This agreement follows a
process of consideration of Apollo’s proposal by the Board that
included review and discussion of strategic alternatives with the
Board’s financial and legal advisors. The transaction delivers
significant cash value to our shareholders and creates exciting
opportunities for our colleagues, channel partners and other key
constituents.”
“Through this investment, we are committed to expanding Tech
Data’s position as a trusted partner to the world's leading
technology vendors while providing best-in-class customer service,”
said Matt Nord, Co-lead Partner of Apollo Private Equity. “As a
private company with our sponsorship and a strong balance sheet,
Tech Data will have significant financial and strategic flexibility
to drive growth going forward.”
“We have tremendous respect for Tech Data’s talented management
and colleagues around the globe and commend their success in
establishing Tech Data as a leader at the center of the IT
ecosystem,” said Robert Kalsow-Ramos of Apollo Private Equity. “We
are excited to work with the Tech Data team and continuing to
invest in the company’s people and end-to-end portfolio.”
The Tech Data Board of Directors has unanimously approved the
transaction and recommends that Tech Data shareholders vote in
favor of the transaction. The transaction is not subject to a
financing condition and is expected to close in the first half of
calendar year 2020, subject to the satisfaction of customary
closing conditions including expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act, foreign regulatory approvals and approval by the
holders of a majority of the outstanding Tech Data shares. Tech
Data expects to hold a Special Meeting of Shareholders to consider
and vote on the transaction agreement as soon as feasible after the
mailing of the proxy statement to shareholders.
Consistent with the Board’s commitment to maximizing shareholder
value, the terms of the agreement provide that Tech Data will be
permitted to actively solicit alternative acquisition proposals
from third parties during a “go-shop” period from the date of the
agreement until Dec. 9, 2019. There is no guarantee that this
process will result in a superior proposal.
Following the close of the transaction, Rich Hume will continue
to lead Tech Data as chief executive officer, and the company will
continue to be headquartered in Clearwater, Florida. Tech Data will
become a privately held company, and Tech Data’s common shares will
no longer be publicly listed.
Tech Data plans to release its third quarter fiscal year 2020
results before market open on Nov. 26, 2019. In light of the
pending transaction announced today, the company will not hold a
corresponding conference call.
Bank of America Securities is serving as financial advisor to
Tech Data, and Cleary Gottlieb Steen & Hamilton LLP is acting
as legal counsel.
Citi is serving as lead financial advisor to Apollo in
connection with the transaction. J.P. Morgan and Wells Fargo are
also serving as financial advisors to Apollo. Wachtell, Lipton,
Rosen & Katz is acting as corporate counsel to Apollo, and
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as
financing counsel to Apollo. Transaction financing is being
provided by Citi, J.P. Morgan, Wells Fargo, Barclays and RBC
Capital Markets.
About Tech Data
Tech Data connects the world with the power of technology. Our
end-to-end portfolio of products, services and solutions, highly
specialized skills, and expertise in next-generation technologies
enable channel partners to bring to market the products and
solutions the world needs to connect, grow and advance. Tech Data
is ranked No. 88 on the Fortune 500® and has been named one of
Fortune’s World’s Most Admired Companies for 10 straight years. To
find out more, visit www.techdata.com or follow us on Twitter,
LinkedIn, Facebook and Instagram.
About Apollo
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, San Diego, Houston, Bethesda,
London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore,
Hong Kong, Shanghai and Tokyo. Apollo had assets under management
of approximately $323 billion as of September 30, 2019 in credit,
private equity and real assets funds invested across a core group
of nine industries where Apollo has considerable knowledge and
resources. For more information about Apollo, please visit
www.apollo.com.
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 Data’s expectations
as a result of a variety of factors. Such forward-looking
statements are based upon management’s 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 Data’s 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
Data’s 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
Data’s 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 Data’s 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 SEC’s 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 Data’s 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 Data’s
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 Data’s directors and executive officers in Tech Data’s 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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version on businesswire.com: https://www.businesswire.com/news/home/20191113005349/en/
Tech Data Investor Relations: Arleen Quinones Corporate
Vice President, Investor Relations & Corporate Communications
+1 (727) 532.8866 arleen.quinones@techdata.com
Tech Data Media Relations Bobby Eagle Director, External
Communications +1 (727) 538.5864 bobby.eagle@techdata.com
Apollo Global Management: For investors please contact:
Gary M. Stein Head of Investor Relations Apollo Global Management,
Inc. +1 (212) 822-0467 gstein@apollo.com
For media enquiries please contact: Charles Zehren Rubenstein
Associates, Inc. for Apollo Global Management, Inc. +1 (212)
843-8590 czehren@rubenstein.com
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