Publish Date : 08-Jan-2020
Global solutions integrator AGC Networks Ltd 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shares of Black Box common stock (excluding shares tendered by guaranteed delivery) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 59.89% of the outstanding shares.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 AGCs 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the terms of the merger agreement, each share of Black Box common stock that was tendered in the offer and not validly withdrawn has been accepted for payment and will receive consideration of US$1.10 in cash, and each share of Black Box common stock that was not tendered in the offer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 Boxs 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 Boxs 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.
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