SANTA ANA, Calif. and
INDIANAPOLIS, July 2, 2012 /PRNewswire/ -- Ingram Micro
Inc. (NYSE: IM), the world's largest technology distributor and
supply-chain services provider, and Brightpoint, Inc.
("BrightPoint") (Nasdaq: CELL), a global leader in providing device
lifecycle services to the wireless industry, announced today they
have entered into a definitive agreement under which, subject to
customary closing conditions, Ingram Micro will acquire all of the
outstanding shares of BrightPoint common stock for $9.00 per share in cash, a 66 percent premium to
BrightPoint's closing stock price on June
29, 2012, and a 35 percent premium to the 90-day average
trading price. The transaction is valued at approximately
$840 million, including the value of
approximately $190 million of
BrightPoint's estimated debt (net of cash), as of June 30, 2012.
The complementary combination of Ingram Micro with BrightPoint
will create a leading global provider of device lifecycle services
and solutions for the mobility industry. Together, Ingram
Micro and BrightPoint will have tremendous customer reach and deep
relationships with key vendors, network operators and mobile
virtual network operators. The combined company will have an
expanded global geographic footprint and customer base in the
rapidly growing and strategically important mobility market.
"BrightPoint is a well-run company with leading, high-value
services and solutions coupled with excellent distribution channels
in the global mobility market," said Ingram Micro president and
chief executive officer Alain Monie.
"BrightPoint's offerings are highly complementary to both our
logistics and distribution businesses, which will enable us to go
to market with the leading portfolio of mobility device lifecycle
services and solutions. Our expanded geographic footprint and
strong financial position create growth opportunities for the
combined company and give vendors, network operators and mobile
virtual network operators, partners and customers one-stop access
to one of the widest ranges of mobility and technology products,
services and solutions.
"Strategically, it is a great fit and is immediately additive to
Ingram Micro's existing offerings," Monie added. "Expanding our
presence in the mobility market has been a focus of Ingram Micro
and the acquisition of BrightPoint accomplishes this to an extent
that would have been challenging to achieve on our own.
Additionally, the complementary nature of our businesses provides a
unique opportunity to drive synergies and efficiencies across the
combined companies, which is expected to result in meaningful
accretion to earnings per share beginning in 2013. The
transaction clearly supports our longer-term growth and
profitability targets and meets our return-on-investment criteria
for creating shareholder value."
BrightPoint, established in 1989 and with corporate offices in
Indianapolis, generated
$5.2 billion in revenues, of which
nearly $550 million was from unique
value-added logistics services, and total gross margin of
approximately 7.2 percent of revenues for the 2011 fiscal year.
The company employs approximately 4,000 people and operates
facilities in 24 countries, with sales in more than 75 countries
around the world. BrightPoint serves more than 25,000 B2B
customers with over 100,000 points of sale across the globe and
handled more than 112 million wireless devices in 2011.
BrightPoint founder, chairman and chief executive officer
Robert J. Laikin commented: "The
transaction with Ingram Micro will deliver significant value to our
shareholders and will enable us to accelerate our global growth
strategy. This powerful combination will also provide
compelling opportunities for BrightPoint's vendor partners,
customers and employees to benefit from the financial strength,
scale and broad geographic reach of the world's largest technology
distribution company. This is the right time for this
transaction. I believe strongly that Ingram Micro is the best
partner for our business and employees going forward and I am
excited at the prospect of BrightPoint becoming part of a Fortune
100 company."
"Ingram Micro and BrightPoint share a common culture," said
Ingram Micro chief operating and financial officer Bill Humes. "We admire the in-depth industry
expertise and enthusiasm of the BrightPoint team and their
excellent long-term relationships with customers, vendor partners,
network operators and mobile virtual network operators. The
mobility industry is forecasted to grow faster than other
technology sectors, driven in-part by exponential growth in the
smartphone and tablet segments due to the ever-increasing demand
for access to data anytime, anywhere and on any device.
Additionally," Humes said, "the convergence of telecommunications,
computing and media is driving strong demand and should lead to
cross-sell and up-sell opportunities, as our respective customer
bases continue to converge. Together we expect to capitalize
on this growth and generate benefits for our combined vendors,
partners, customers, associates and shareholders greater than
either company could on its own."
Ingram Micro expects to fund the transaction with existing
credit facilities and available cash balances. Ingram
Micro has obtained a commitment for a $300
million debt facility to be provided by Morgan Stanley
Senior Funding, Inc., which would supplement its existing committed
debt capacity. Ingram Micro expects to realize annual cost
synergies and efficiencies in excess of $55
million by 2014, and the transaction is expected to be
accretive to earnings per share by at least 18 cents in 2013 and 35
cents in 2014, excluding one-time charges and integration
costs.
The following members of BrightPoint's senior management team
have committed to senior roles within the new organization after
the acquisition is complete: existing Regional Presidents,
Mark Howell (Americas), Bruce Thomlinson (APAC) and Anurag Gupta (EMEA), and Vincent Donargo, BrightPoint's Chief Financial
Officer. In addition, Robert
Laikin will serve in a senior advisory role to Alain Monie.
The transaction requires approval of a majority of BrightPoint's
outstanding shares at a special meeting, which is expected to take
place in the 2012 third quarter. Closing of the transaction is also
conditioned on customary regulatory approvals. The transaction is
expected to close before the end of the year.
Davis, Polk & Wardwell LLP acted as outside counsel and
Morgan Stanley & Co. LLC acted as the exclusive financial
advisor to Ingram Micro in connection with the transaction.
Blank Rome LLP acted as outside counsel and Blackstone Advisory
Partners L.P. acted as the exclusive financial advisor to
BrightPoint in connection with the transaction.
Conference Call and Webcast
There will be a conference call today to discuss the transaction
at 8:00AM PT. Investors may listen to
the conference call by dialing (800) 369-2005 or (210) 839-8501
outside the United States and
Canada, or access the call via a
live audio webcast at www.ingrammicro.com (Investor Relations
section). A replay of the conference call will be available
for one week at www.ingrammicro.com (Investor Relations section) or
by calling (866) 435-1317 or (203) 369-1016 outside the United States and Canada.
Cautionary Statement for the Purpose of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of
1995
The matters in this press release that are forward-looking
statements are based on current management expectations. Certain
risks may cause such expectations to not be achieved and, in turn,
may have a material adverse effect on Ingram Micro's business,
financial condition and results of operations. Ingram Micro
disclaims any duty to update any forward-looking
statements.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements.
Important risk factors that could cause actual results to
differ materially from those discussed in the forward-looking
statements include, without limitation: our ability to timely
complete the transaction, if at all; our ability to complete the
transaction considering the various closing conditions, including
those conditions related to regulatory approvals and shareholder
approval; the financial performance of BrightPoint and Ingram Micro
through the completion of the merger; BrightPoint's business may
not perform as expected due to transaction-related uncertainty or
other factors; the ability of BrightPoint and Ingram Micro to
retain relationships with customers, vendors and carriers;
management's ability to execute its plans, strategies and
objectives for future operations, including the execution of
integration plans; growth of the mobility industry; our ability to
maintain access to adequate levels of capital at reasonable rates;
and our ability to achieve the expected benefits and manage the
expected costs of the transaction.
For a further discussion of significant factors to consider
in connection with forward-looking statements concerning Ingram
Micro, reference is made to Item 1A Risk Factors of Ingram Micro's
Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Item 1A Risk Factors of
Ingram Micro's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2012; other risks or
uncertainties that may be detailed from time to time
in Ingram Micro's future SEC filings.
About Brightpoint, Inc.
Brightpoint, Inc. (Nasdaq: CELL) is a global leader in providing
device lifecycle services to the wireless and high-tech industries.
In 2011, BrightPoint handled more than 112 million wireless devices
globally. BrightPoint's 5 key service areas – Plan, Market,
Customize, Move, Recover, offer over 110 innovative services, such
as distribution channel management, procurement, inventory
management, reverse logistics and repair services, software
loading, kitting and customized packaging, fulfillment, product
customization, eBusiness solutions, and other outsourced services
that integrate seamlessly with its customers' IT systems and
operations. BrightPoint's effective and efficient platform
allows its customers to benefit from rapidly deployed, flexible and
cost effective solutions. BrightPoint has more than 4,000
employees, as well as a significant number of temporary staff, and
a global footprint covering more than 35 countries, including 13
Latin American countries through its investment in Intcomex, Inc.
In 2011, BrightPoint generated revenue of $5.2 billion, from customers in over 75
countries. BrightPoint provides distribution and customized
services through over 100,000 points-of-sale and to over 25,000 B2B
customers worldwide. Additional information about BrightPoint
can be found on its website at www.BrightPoint.com, or by calling
its toll-free Information and Investor Relations line at
877-IIR-CELL (877-447-2355).
About Ingram Micro Inc.
As a vital link in the technology value chain, Ingram Micro
creates sales and profitability opportunities for vendors and
resellers through unique marketing programs, outsourced logistics,
technical and financial support, managed and cloud-based services,
and product aggregation and distribution. The company is the only
global broad-based IT distributor, serving 145 countries on six
continents with the world's most comprehensive portfolio of IT
products and services. Visit www.ingrammicro.com.
Additional Information and Where to Find It
BrightPoint intends to file with the Securities and Exchange
Commission (the "SEC") a proxy statement and intends to furnish or
file other materials with the SEC in connection with the proposed
merger. The definitive proxy statement will be sent or given to the
shareholders of BrightPoint and will contain important information
about the proposed merger and related matters. BEFORE MAKING ANY
VOTING DECISION, BRIGHTPOINT'S SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
BRIGHTPOINT AND THE PROPOSED MERGER. The proxy statement and other
relevant materials (when they become available), and any other
documents filed by BrightPoint with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy
statement from BrightPoint by contacting BrightPoint's Investor
Relations by telephone at (317) 707-2745, or by mail at
BrightPoint, Inc., 7635 Interactive Way, Suite 200, Indianapolis, Indiana, 46278, Attention:
Investor Relations, or by going to BrightPoint's Investor Relations
page on its corporate website at www.BrightPoint.com.
Participants in the Solicitation
BrightPoint and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of BrightPoint in connection with the proposed merger.
Information regarding the interests of these directors and
executive officers in the merger will be included in the proxy
statement described above. Additional information regarding these
directors and executive officers is included in BrightPoint's proxy
statement for its 2012 Annual Meeting of Shareholders, which was
filed with the SEC on March 23, 2012,
and in BrightPoint's Annual Report on Form 10-K for the year ended
December 31, 2011, which was filed
with the SEC on February 29,
2012.
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SOURCE Ingram Micro Inc.