Tech Data (Nasdaq: TECD) today announced that it has entered
into an amendment (the “Amendment”) to its previously announced
definitive agreement (the “Original Agreement”) in which Tiger
Midco, LLC (“Parent”), an affiliate of funds managed by affiliates
of Apollo Global Management (NYSE: APO), will acquire all of the
outstanding shares of Tech Data common stock. The Amendment
provides that the consideration to be received by holders of Tech
Data common stock has been increased to $145 per share in cash from
$130 per share in cash, among certain other changes. The Amendment
was unanimously approved by the Board of Directors of Tech Data,
and the revised purchase price represents an 11.5 percent increase
in the price per share of Tech Data’s common stock provided in the
Original Agreement. The revised purchase price also represents a
30.2 percent premium to the unaffected 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 Tech Data. The revised transaction has an enterprise
value of approximately $6.0 billion.
Pursuant to the “go-shop” provisions of the Original Agreement,
on November 23, 2019, Tech Data received a “Company Takeover Offer”
(the “Competing Offer”) from another bidder. On November 24, 2019,
the Tech Data Board of Directors unanimously determined, in
consultation with its legal and financial advisors, that the
Competing Offer constituted a “Company Superior Proposal” as
defined in the Original Agreement and notified Parent of its
determination. In response, on November 27, 2019, Parent submitted
a revised proposal with the terms set forth in the Amendment. After
considering Parent’s revised proposal, later in the day on November
27 the Tech Data Board of Directors determined that the Competing
Offer no longer constituted a Company Superior Proposal and
determined to enter into the Amendment with Parent.
The Tech Data Board of Directors has unanimously approved the
Amendment 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 Original Agreement (as amended by the
Amendment) provide that Tech Data will be permitted to continue to
actively solicit alternative acquisition proposals from third
parties during a “go-shop” period from the date of the Original
Agreement until 11:59 p.m., New York City time, on Dec. 9, 2019.
There is no guarantee that this process will result in a superior
proposal.
Bank of America Securities is serving as financial advisor to
Tech Data, and Cleary Gottlieb Steen & Hamilton LLP is acting
as legal counsel.
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/20191127005679/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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