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 Datas expectations as a result of a variety of factors. Such forward-looking statements are based upon managements 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 Datas 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 Datas 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 Datas 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 Datas 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 SECs 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 Datas 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 Datas 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 Datas directors and executive officers in Tech Datas 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.