/vnd/media/agency_attachments/bGjnvN2ncYDdhj74yP9p.png)
Ingram Micro and Brightpoint have announced that they have entered into a definitive agreement under which 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.
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.
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 he added.
BrightPoint founder, chairman and chief executive officer Robert J Laikin said "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."
"Ingram Micro and BrightPoint share a common culture," said Ingram Micro chief operating and financial officer Bill Humes.
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 he added.
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, 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 CFO. 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.