Bell Microproducts Inc. Announces Shareholder Approval of Proposed Merger
June 28 2010 - 8:16PM
Bell Microproducts Inc. (Nasdaq:BELM) today announced that its
shareholders approved the merger agreement among Bell Micro, Avnet,
Inc. (NYSE:AVT) and AVT Acquisition Corp., a wholly owned
subsidiary of Avnet, pursuant to which Bell Micro would be acquired
by Avnet. More than 97% of the votes cast voted to approve the
merger agreement.
The transaction is subject to customary closing conditions,
including EU regulatory approval, and is expected to close in early
July.
About Bell Microproducts Inc.
Bell Microproducts (Nasdaq:BELM) is an international,
value-added distributor of a wide range of high-tech products,
solutions and services, including storage systems, servers,
software, computer components, and peripherals, as well as
maintenance and professional services. An industry-recognized
specialist in storage products, this Fortune 1000 company is one of
the world's largest storage-centric value-added distributors.
In 2010, the Company celebrated the sale of its 100 millionth
hard disk drive, setting a significant industry milestone.
Bell Microproducts is uniquely qualified with deep technical and
application expertise to service a broad range of information
technology needs. From design to deployment, its products are
available at any level of integration, from components to subsystem
assemblies and fully-integrated, tested and certified system
solutions. More information can be found in the Company's SEC
filings, or by visiting the Bell Microproducts website at
http://www.bellmicro.com.
Forward-Looking Statements
Some of the statements included in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. You should not place
undue reliance on these statements. These forward-looking
statements include statements that reflect the current views of our
senior management with respect to our business and industry in
general. Statements that include the words "expect," "intend,"
"believe," "anticipate" and similar statements of a future or
forward-looking nature identify forward-looking
statements. Statements regarding satisfaction of the
conditions to the closing of the merger, and the expected date of
the completion of the merger are forward-looking statements.
Forward-looking statements address matters that involve risks
and uncertainties. For example, if the parties fail to satisfy
conditions to closing, the transaction will not be
consummated. Accordingly, there are or will be important
factors that could cause our actual results to differ materially
from those indicated in these statements. We believe that
these factors include, but are not limited to, the
following: the occurrence of any event, change or other
circumstance that could give rise to the termination of our merger
agreement with Avnet that could require us to reimburse Avnet up to
$2.5 million for fees and expenses and to pay Avnet a
termination fee of up to $10.5 million (less any reimbursement
of fees and expenses already made); the outcome of legal
proceedings instituted against us and others relating to the
proposed merger; the failure to satisfy other conditions to
completion of the merger; our inability to obtain any required
regulatory approvals, including in the European Union, related to
the merger in a timely manner, or at all; the failure of the merger
to close for any other reason; risks that the proposed merger
disrupts our current plans and operations and the potential
difficulties in employee retention as a result of the merger; the
effect of the announcement of the merger on our business and
customer relationships, operating results and business generally,
including our ability to retain key employees; the costs, fees,
expenses and charges related to the merger, which we will not
recover if we do not complete the merger; the material weaknesses
in our internal control over financial reporting and in our
disclosure controls and procedures; the outcome of any pending or
future litigation or regulatory proceedings, including the current
shareholder lawsuits related to the proposed merger and any claims
or litigation related to the restatements of our consolidated
financial statements; risks related to our substantial
indebtedness, including the inability to obtain additional
financing for our operations on terms acceptable to us or at all;
our ability to comply with the financial covenants in our credit
agreements; limitations on our operating and strategic flexibility
under the terms of our debt agreements; our reliance on credit
provided by our manufacturers to finance our inventory purchases;
the effects of a prolonged economic downturn; our reliance on third
parties to manufacture the products we sell; competition in the
markets in which we operate; risks associated with doing business
abroad, including foreign currency risks; our ability to accurately
forecast customer demand and order sufficient product quantities;
the fact that the products we sell may not satisfy shifting
customer demand or compete successfully with our competitors'
products; loss or adverse effect on our supplier relationships,
including the reduction or elimination of rebates offered by our
manufacturers; our ability to achieve cost reductions and other
benefits in connection with our strategic initiatives; our ability
to attract and retain qualified personnel; and our inability to
identify, acquire and integrate acquired businesses.
For a more detailed discussion of how these and other risks and
uncertainties could cause our actual results to differ materially
from those indicated in our forward-looking statements, see our
reports filed with SEC (available at www.sec.gov), including our
Annual Report on Form 10-K/A for the year ended December 31, 2009
and our Quarterly Report on Form 10-Q/A for the period ended March
31, 2010.
CONTACT: Bell Microproducts Inc.
Investor Relations
Nicole Noutsios
(510) 451-2952
ir@bellmicro.com
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