Substantially Strengthens IP&E Business in EMEA
Avnet, Inc. (NYSE:AVT) announced today that it plans to acquire Abacus
Group PLC (Abacus), through one of its wholly owned subsidiaries, in an
all cash offer for £0.55 per share, which
equates to an equity value of approximately £42.2
million ($73.0 million) and a transaction value of £105.1
million ($181.8 million) assuming a net debt position for Abacus of £62.9
million ($108.8 million) as of March 31 2008. Founded in 1972, Abacus,
with sales of £287 million ($497 million) for
its fiscal year ended September 2007, is a leading value-added
distributor of electronic components serving customers in 10 countries
across Europe. The transaction, which is subject to the completion of a
tender offer and EU merger control clearance, is expected to close early
in calendar 2009.
In compliance with the UK Takeover Code, Avnet has 28 days to mail to
Abacus shareholders an offer document which sets out in full the terms
and conditions of the offer. The Board of Abacus Group is recommending
the offer and Avnet has already received irrevocable commitments to
accept the offer from Abacus’ Directors and
certain other shareholders representing over 30% of the issued shares.
The transaction is expected to be immediately accretive and benefit Avnet’s
next fiscal year earnings by approximately $0.10 to $0.15 per share,
excluding integration charges.
Roy Vallee, Avnet’s chairman and chief
executive officer, commented, “This
acquisition of Abacus represents an excellent complement to our
Electronics Marketing group in EMEA. With a respected management team,
talented associates and a substantial number of new customers, Abacus
provides Avnet with exciting growth opportunities in the region. Our
financial strength affords us the opportunity to acquire excellent
companies like Abacus despite current conditions in the credit markets.
Using conservative business case assumptions, we believe that we will
achieve our stated return on capital targets following the completion of
the integration.”
Abacus has a portfolio of 180 supplier franchises covering
semiconductor, interconnect, passive and electromechanical (IP&E)
devices. In addition to electronic components distribution, Abacus
Embedded Systems Group provides specialty distribution of displays,
embedded computer and wireless communication products while its Alpha 3
segment offers electromechanical value-added sub-assembly services.
Harley Feldberg, president of Electronics Marketing, added, “One
of Electronics Marketing’s key growth
strategies has been to expand our IP&E business in all regions. The
acquisition of Abacus represents an acceleration of that strategy in
EMEA as it will double our IP&E sales and bring value added capabilities
to our regional portfolio. And our global supply chain expertise will
expand the value provided to the entire Abacus customer base. By
combining the local capabilities and relationships of Abacus with the
scale and global scope advantages that Avnet offers, we will enhance the
efficiency of the combined operation while providing more value to our
trading partners.”
By focusing on a strategy to provide highly personalized local service
and strong technical support, Abacus has developed a large and diverse
base of small to mid-size customers. With a team of field application
engineers and product specialists deployed in 40 sales offices, Abacus
provides design-in support to customers at every stage of product
development. In 2007, component distribution, of which approximately two
thirds was IP&E, represented 73% of revenue while embedded products and
sub-assembly accounted for 27%.
Patrick Zammit, president of Electronics Marketing EMEA, stated, “We
are very excited about having the Abacus team join our organization.
Their relationships with a large number of customers will substantially
expand our account base while the Embedded Products Group provides an
excellent platform to accelerate our current embedded computing
initiative. Once the integration is complete, Electronics Marketing EMEA
will emerge with an industry leading portfolio of IP&E products and
services which, when combined with significant cross-selling
opportunities, will allow us to provide more value to customers and grow
faster than the markets we serve.”
Banc of America Securities Limited acted as exclusive financial advisor
and Allen & Overy LLP acted as legal counsel to Avnet in connection with
this transaction.
Forward-looking statements
This press release includes certain 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. These
statements relate to future business and/or financial success or the
business outlook and represent the Company's judgment as of the date of
this release. Risk and uncertainties that may materially affect the
actual results are described from time to time in Avnet's SEC filings,
including the Company's reports on Form 10-K, Form 10-Q and Current
Reports on 8-K.
About Avnet
Avnet, Inc. (NYSE:AVT), a fortune 500 Company, is one of the largest
distributors of electronic components, computer products and embedded
technology serving customers in more than 70 countries worldwide. Avnet
accelerates its partners’ success by
connecting the world’s leading technology
suppliers with a broad base of more than 100,000 customers and providing
cost-effective, value-added services and solutions. For the fiscal year
ended June 28, 2008, Avnet generated revenue of $17.95 billion. For more
information, visit www.avnet.com.
(AVT_IR)
Directors’
Responsibilities
The Avnet Directors accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the
Avnet Directors (who have taken all reasonable care to ensure that such
is the case), the information contained herein for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Avnet Electronics Marketing EMEA
Georg Steinberger, Vice President,
Communications
+49 (0) 8121 774 203
or
Investor Relations
Vincent
Keenan, Vice President, Investor Relations
480-643-7053