AGC Networks Completes Acquisition of Black Box Corporation
January 07 2019 - 9:58AM
Global solutions integrator AGC Networks Ltd (BSE/NSE:
AGCNET) today announced that a newly-formed, wholly owned
subsidiary has completed the previously-announced acquisition of
Black Box Corporation (NASDAQ: BBOX), a leading digital solutions
provider. The previously announced tender offer expired at the end
of the day on Friday, January 4, at which time 9,126,005 shares of
Black Box common stock (excluding shares tendered by guaranteed
delivery) had been validly tendered and not withdrawn pursuant to
the tender offer, representing approximately 59.89% of the
outstanding shares. As a result of the tender offer and the
subsequent merger, which were completed today, Black Box
Corporation will become a private company and, as of today, its
shares of common stock will no longer be publicly traded. This will
result in Black Box Corporation becoming a 100% subsidiary of AGC
as a result of this process.
The combination with Black Box will substantially increase AGC’s
presence and offerings in North America. In addition, AGC will
enhance its footprint in providing technologies and services
throughout six continents. The acquisition will be significant for
AGC, expected to add over $600 million in annual revenue and
approximately 3,000 team members serving clients worldwide.
“We are excited to have Black Box become part of the AGC
family,” said Sanjeev Verma, Executive Director and CEO of AGC
Networks and President and CEO of Black Box Corporation. “Black Box
and its skilled teams and strong client relations with world-class
enterprises and partners will allow us to better serve our global
clients,” Verma continued. “In the immediate term, Black Box and
its subsidiaries will continue to operate as is. The two companies
working together will create a unique organization that has the
scale to deliver world-wide technical solutions to the largest and
most complex organizations.”
Under the terms of the merger agreement, each share of Black Box
common stock that was tendered in the offer and not validly
withdrawn has been accepted for payment and will receive
consideration of US$1.10 in cash, and each share of Black Box
common stock that was not tendered in the offer (other than those
as to which holders properly exercise dissenters’ rights and those
owned at the commencement of the tender offer by AGC or its direct
and indirect subsidiaries) has been canceled and converted into the
right to receive the merger consideration of US$1.10 in cash. All
such consideration is net to the holder of Black Box common stock
without interest thereon. Payment for such shares will be made
promptly, in accordance with the terms of the merger agreement and
the tender offer, and will result in Black Box Corporation becoming
a 100% subsidiary of AGC. The U.S. subsidiary of AGC Singapore
is financing the merger through a combination of equity and
debt. Pathlight Capital will serve as administrative
agent for the senior credit facilities.
Strategic Rationale
The transaction brings together two global IT solutions
providers that share a “client focus” approach and are committed to
accelerating their clients’ business. AGC brings its strong
presence in India, the Middle East and Pacific Rim to complement
Black Box’s services focus in the Americas and Europe, while also
enhancing the presence in other global markets. Both companies
provide full managed services capabilities in Unified
Communications and Collaboration, Cloud, Data Center and Edge
Technologies. AGC adds its expertise in digital applications and
cybersecurity to Black Box’s strong infrastructure and mobility
background. The transaction will enhance their technology vendor
partners’ reach in global markets, verticals and clients. The Black
Box products business will continue to offer its full portfolio of
products directly and through channel partners.
Former Black Box Stockholders
Former holders of Black Box common stock who did not tender
their shares into the offer and whose shares are registered in
their names will be mailed a transmittal form with instructions on
how to exchange their Black Box stock certificates for the merger
consideration.
Former Black Box stockholders who hold shares through a broker,
bank or other institution should contact their broker, bank or
other institution in which their shares were held for more
information regarding receipt of the merger consideration.
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, log on to
www.agcnetworks.com.
About Black Box
Black 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, visit the Black Box Web site at
http://www.blackbox.com.
Forward-Looking Statements
All of the statements in this document, other than historical
facts, are forward-looking statements and are based on a number of
assumptions that could ultimately prove inaccurate. Forward-looking
statements 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, actual results may differ
materially from expectations or projections. AGC and Black Box
disclaim 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.
Contact:
Mike Carney Senior Vice President Phone: +1 214 258 1612
Email: legal.us@agcnetworks.com
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