IRVINE, Calif., Feb. 17, 2016 /PRNewswire/ -- Ingram Micro
Inc. (NYSE: IM) and Tianjin Tianhai Investment Company, Ltd.
(Tianjin Tianhai) (SSE A Share: 600751 and SSE B
Share: 900938) today announced that they have entered into a
definitive merger agreement under which Tianjin
Tianhai will acquire Ingram Micro for $38.90 per share in an all-cash transaction
with an equity value of approximately $6.0 billion. Upon close of the merger, Ingram
Micro will become a part of HNA Group, a Hainan-based Fortune
Global 500 enterprise group and a leader in aviation, tourism and
logistics and the largest stockholder of Tianjin Tianhai. The
transaction, which has been unanimously approved by both Ingram
Micro's and Tianjin Tianhai's boards of directors, represents a
premium of approximately 39% over the average closing share price
of Ingram Micro for the 30 trading days ended February 16, 2016.
Following the close of the transaction, which is expected in the
second half of 2016, Ingram Micro will operate as a subsidiary of
Tianjin Tianhai, consolidated under HNA Group, the largest
stockholder of Tianjin Tianhai (via HNA Group's subsidiaries).
Ingram Micro is expected to remain headquartered in Irvine, California, and Ingram Micro's
executive management team will remain in place, with Alain Monié
continuing to lead as CEO. All Ingram Micro lines of business and
all regional and country operations are expected to continue
unaffected.
Adam Tan, Vice Chairman of the
Board of Directors and CEO of HNA Group, said, "Ingram Micro has
clearly established itself as a leading distributor and global
provider of IT products and services. The Company has a proven and
talented team and we believe Ingram Micro is unrivaled in its
ability to offer industry-leading, differentiated and
easy-to-manage solutions to vendor and customer partners worldwide.
We look forward to supporting Ingram Micro's management team and
strategies, including continued expansion into new geographies,
while also offering their vendor and customer partners access to
new and complementary offerings. We share Ingram Micro's commitment
to integrity, innovation and performance and we are confident this
transaction will enable Ingram Micro to continue to distinguish
itself in the marketplace and meet the needs of its vendor and
customer partners better than ever before."
Mr. Tan also said, "After the transaction, Ingram Micro would
become the largest member enterprise of HNA Group in terms of
revenue, and facilitate the internationalization process of the
group. With the help of Ingram Micro, HNA Group would have access
to business opportunities in emerging markets, which have higher
growth rates and better profitability. Furthermore, the addition of
Ingram Micro would help the logistics sector of HNA Group transform
from a logistics operator to a supply chain operator, and provide
one-stop services while improving efficiencies."
Alain Monié, Ingram Micro CEO, said, "Our agreement to join HNA
Group delivers near-term and compelling cash value to our
stockholders and we expect it to provide exciting new opportunities
for our vendors, customers and associates. Innovation, new services
introduction, brand management and ensuring the stability and
continuity of the businesses joining their enterprise are
fundamental to HNA Group's overall strategy. As a part of HNA
Group, we will have the ability to accelerate strategic investment,
as we continue to capitalize on the constant evolution of
technology and emerging trends by adding expertise, capabilities
and geographic reach. Additionally, Ingram Micro will now be part
of a larger organization that has complementary logistics
capabilities and a strong presence in China that can further support the growth and
profitability objectives of our vendor and customer partners."
Mr. Monié continued, "HNA Group is committed to maintaining the
leadership teams and core values that have made Ingram Micro a
trusted partner and industry leader, and as a part of a larger
organization, our global associates will have the added opportunity
to expand their career objectives while remaining dedicated to
Ingram Micro's core principles. We are delighted to join forces
with HNA Group, a partner who shares our vision for Ingram Micro
and is committed to accelerating the growth of our business to
provide innovative solutions across the IT ecosystem."
Dale R. Laurance, Chairman of the
Board of Directors of Ingram Micro, said, "HNA Group has a long and
successful history of investing in and supporting leading global
brands to advance the companies' business objectives. HNA Group has
a stated focus to grow globally and to invest further in the
operations they acquire. The Board and I are confident that this
transaction is in the best interest of our stockholders and that it
will create an even stronger partner and value proposition for
Ingram Micro's vendors and customers around the world."
In conjunction with this announcement, Ingram Micro is
suspending its quarterly dividend payment and its share repurchase
program prior to the closing of the transaction.
The transaction is subject to regulatory approvals in various
jurisdictions, as well as the approval of Ingram Micro's and
Tianjin Tianhai's stockholders and the satisfaction of other
customary closing conditions.
China International Capital Corporation Limited and Bravia
Capital jointly acted as lead financial advisors to HNA Group.
Weil, Gotshal & Manges LLP acted as HNA Group's legal
counsel.
Morgan Stanley & Co. LLC acted as financial advisor to
Ingram Micro and Davis Polk &
Wardwell LLP acted as Ingram Micro's legal counsel.
Fourth Quarter 2015 Results
Ingram Micro plans to release its 2015 fourth quarter financial
results on February 25, 2016;
however, as a result of the transaction announced today, Ingram
Micro will not be hosting a conference call to discuss its
financial results.
About HNA Group
Developed from a local aviation transportation operator to a
conglomerate encompassing core divisions of aviation, holdings,
capital, tourism and logistics, HNA Group's business outreach has
expanded from Hainan Island to the
globe, which has assets valued at over $90
billion, and has 11 listed companies. In 2015, HNA Group had
revenues of $29 billion and nearly
180,000 employees worldwide. More at www.hnagroup.com.
About Tianjin Tianhai
Tianjin Tianhai was established in December 1st, 1992, located in Tianjin Airport
Economic Zone, with registered capital above RMB2.89 billion. Tianjin Tianhai is a Shanghai
Stock Exchange traded company. Tianjin Tianhai has now developed
from a traditional marine shipping company into a modern logistic
industry investor and operator, focusing on investment in logistic
market segments, supply chain investment and management based on
upstream and downstream of the logistic industry, as well as
financing service for the logistic industry. With its clear vision,
Tianjin Tianhai will be committed to becoming a core platform for
logistic assets investment/management and financing service with
global coverage under HNA Group.
About Ingram Micro Inc.
Ingram Micro helps businesses Realize the Promise of
Technology™. It delivers a full spectrum of global technology and
supply chain services to businesses around the world. Deep
expertise in technology solutions, mobility, cloud, and supply
chain solutions enables its business partners to operate
efficiently and successfully in the markets they serve. Unrivaled
agility, deep market insights and the trust and dependability that
come from decades of proven relationships, set Ingram Micro apart
and ahead. More at www.ingrammicro.com.
Additional Information
In connection with the proposed merger, Ingram Micro will file a
proxy statement with the Securities and Exchange Commission (the
"SEC"). STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the proxy
statement (when available) and any other relevant documents filed
with the SEC from the SEC's website at http://www.sec.gov. In
addition, stockholders will be able to obtain, without charge, a
copy of the proxy statement and other relevant documents (when
available) from the "Investors" section of Ingram Micro's website
or by contacting Ingram Micro's investor relations department via
e-mail at damon.wright@ingrammicro.com.
Participants in the Solicitation
Ingram Micro and its directors, executive officers and other
members of its management and employees as well as Tianjin Tianhai
and the HNA Group and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from Ingram Micro's stockholders with respect to the merger.
Information about Ingram Micro's directors and executive officers
and their ownership of Ingram Micro's common stock is set forth in
the proxy statement for Ingram Micro's 2015 Annual Meeting of
Stockholders and Ingram Micro's Annual Report on Form 10-K for the
fiscal year ended January 3, 2015.
Stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of
proxies in connection with the merger, including the interests of
Ingram Micro's directors and executive officers in the merger,
which may be different than those of Ingram Micro's stockholders
generally, by reading the proxy statement (when available) and
other relevant documents regarding the merger, which will be filed
with the SEC.
Cautionary Statement for the Purpose of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of
1995
The matters in this communication that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act 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.
Important risk factors that could cause actual results to differ
materially from those discussed in the forward-looking statements
include, without limitation: (1) changes in macro-economic and
geopolitical conditions can affect our business and results of
operations; (2) our acquisition and investment strategies may not
produce the expected benefits, which may adversely affect results
of operations; (3) we are dependent on a variety of information
systems, which, if not properly functioning, and available, or if
we experience system security breaches, data protection breaches or
other cyber-attacks, could adversely disrupt our business and
harm our reputation and net sales; (4) the validity, subsistence
and enforceability of the patent portfolio that we currently hold
or acquire may be challenged, and we have a risk of being involved
in intellectual property disputes that could cause us to incur
substantial costs, divert the efforts of management or require us
to pay substantial damages or licensing fees;(5) failure to retain
and recruit key personnel would harm our ability to meet key
objectives; (6) we operate a global business that exposes us to
risks associated with conducting business in multiple
jurisdictions; (7) our failure to adequately adapt to industry
changes could negatively impact our future operating results; (8)
we continually experience intense competition across all markets
for our products and services; (9) termination of a key supply or
services agreement or a significant change in supplier terms or
conditions of sale could negatively affect our operating margins,
revenue or the level of capital required to fund our operations;
(10) substantial defaults by our customers or the loss of
significant customers could negatively impact our business, results
of operations, financial condition or liquidity; (11) changes in,
or interpretations of, tax rules and regulations, changes in the
mix of our business amongst different tax jurisdictions, and
deterioration of the performance of our business may adversely
affect our effective income tax rates or operating margins and we
may be required to pay additional taxes and/or tax assessments, as
well as record valuation allowances relating to our deferred tax
assets; (12) our goodwill and identifiable intangible assets could
become impaired, which could reduce the value of our assets and
reduce our net income in the year in which the write-off occurs;
(13) changes in our credit rating or other market factors,
such as adverse capital and credit market conditions or reductions
in cash flow from operations may affect our ability to meet
liquidity needs, reduce access to capital, and/or increase our
costs of borrowing; (14) we cannot predict the outcome of
litigation matters and other contingencies that we may be involved
with from time to time; (15) Our failure to comply with the
requirements of environmental regulations could adversely affect
our business; (16) we face a variety of risks in our reliance on
third-party service companies, including shipping companies, for
the delivery of our products and outsourcing arrangements; (17)
changes in accounting rules could adversely affect our future
operating results; (18) our quarterly results have fluctuated
significantly; (19) despite its global presence, Ingram Micro may
fail to proactively identify and tap into emerging markets and
geographies; (20) the possibility of our acquisition by Tianjin
Tianhai / the HNA Group not being timely completed, if completed at
all; and (21) prior to the completion of our acquisition by Tianjin
Tianhai / the HNA Group, our business experiencing disruptions due
to transaction-related uncertainty or other factors making it more
difficult to maintain relationships with vendors, customers,
licensees, other business partners or governmental entities, or
retain key employees. We have historically instituted, and will
continue to institute, changes to our strategies, operations and
processes in an effort to address and mitigate risks; however,
there are no assurances that Ingram Micro will be successful in
these efforts. For a further discussion of significant factors to
consider in connection with forward-looking statements concerning
Ingram Micro, reference is made to our SEC filings, and
specifically to Item 1A-Risk Factors, of our latest Annual
Report on Form 10K.
For More Information
Contact:
Damon
Wright
+1 (714)
382-5013
damon.wright@ingrammicro.com
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SOURCE Ingram Micro Inc.