PDSi Announces Agreement to Be Acquired by Avnet, Inc.
10 Novembre 2011 - 11:00PM
Marketwired
Pinnacle Data Systems, Inc. (NYSE Amex: PNS) ("PDSi") announced
today that it has entered into a definitive agreement to be
acquired by Avnet, Inc. (NYSE: AVT) ("Avnet") in an all cash merger
for $2.40 per share, which equates to an equity value of
approximately $22 million as of September 30, 2011. The acquisition
has been approved by the Boards of Directors of both companies and
is subject to the approval of PDSi's shareholders at a special
meeting to be called by the Board of Directors of PDSi, details of
which will be forthcoming at a later date, as well as customary
closing conditions. The transaction is expected to close in 60 to
90 days.
John D. Bair, founder and Chief Executive Officer of PDSi,
commented, "This transaction delivers excellent value to our
shareholders, while our employees and customers benefit from the
extensive resources Avnet brings as we seek to invest in and grow
our business. Avnet's financial strength, market reach and global
infrastructure, combined with PDSi's technical and operational
capabilities, will fuel accelerated growth and enhance our ability
to deliver industry-leading value to the markets we serve."
Steve Church, President, Avnet Integrated Resources, stated,
"This acquisition builds on our commitment to expand into adjacent
businesses and puts in place a third and critical element in our
new after-market services business to benefit industrial customers,
consumers and the environment. PDSi's talented employees expand the
breadth of our expertise in this rapidly growing industry. With 22
years of experience in repair, refurbishment, recycling and
responsible disposition of IT products, PDSi joins Avnet's two
other lifecycle management operations that specialize in cable TV
equipment repair and cell phone repair, in serving the electronics
reverse logistics industry."
GBQ Consulting provided financial advisory services and
Schottenstein Zox & Dunn acted as legal counsel to PDSi in
connection with this transaction.
About PDSi
PDSi is a global provider of Electronics Repair and Reverse
Logistics Services, ODM/OEM Integrated Computing Services, and
Embedded Computing Products and Design Services for the Diversified
Computing, Telecom, Imaging, Defense/Aerospace, Medical,
Semiconductor and Industrial Automation markets. PDSi provides a
variety of engineering and manufacturing services for global OEMs
requiring custom product design, system integration, repair
programs, warranty management, and/or specialized production
capabilities. With facilities in the U.S., Europe and Asia, we
ensure seamless support for solutions all around the world.
More than just an ODM, integrator or reverse logistics provider,
PDSi's engineering, technical and operational capabilities span the
entire product lifecycle allowing us to better understand and
develop custom solutions for each of our customer's unique
requirements. Our product capabilities range from board-level
designs to globally certified, fully integrated systems,
specializing in long-life computer products and unique,
customer-centric solutions. Our capability to perform higher-level
repair services in-region allows us to customize solutions for our
customers so that they can deliver world-class service levels to
their customers with reduced logistics, component replacement and
inventory costs.
"PDSi puts computer technologies to work for
our customers."
For more information, visit the PDSi website at
www.pinnacle.com.
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 by providing cost-effective, value-added
services and solutions. For the fiscal year ended July 2, 2011,
Avnet generated revenue of $26.5 billion. For more information,
visit www.avnet.com (AVT_IR).
Additional Information
In connection with the proposed merger, PDSi will file with the
SEC relevant materials, including a definitive proxy statement on
Schedule 14A with respect to the special meeting of shareholders
that will be held to consider the merger. When completed and filed,
the definitive proxy statement and a form of proxy will be mailed
to the shareholders of PDSi. PDSI URGES INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS AND ANY OTHER RELEVANT DOCUMENTS PDSI FILES WITH THE
SEC REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT PDSI AND THE PROPOSED
MERGER. Copies of all documents filed with the SEC regarding this
transaction can be obtained, free of charge, at the SEC's website
(www.sec.gov). They can also be obtained from the Investor
Relations section of PDSi's website at
http://www.investquest.com/iq/p/pns/index.htm.
PDSi and its respective directors, executive officers and
certain other members of management may be soliciting proxies from
PDSi shareholders in favor of the merger. Information regarding the
persons who, under the rules of the SEC, may be deemed participants
in the solicitation of the PDSi shareholders in connection with the
proposed merger will be set forth in the proxy statement when it is
filed with the SEC. You can find information about PDSi's executive
officers and directors in the proxy statement for PDSi's 2011
annual meeting of shareholders, filed with the SEC on March 18,
2011. Copies of these documents may also be obtained from PDSi as
described above.
Safe Harbor Statement
Portions of this release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, but
not limited to, statements regarding PDSi achieving its financial
growth and profitability goals, or its sales, earnings and
profitability expectations for the year ending December 31, 2011.
The words "believe," "expect," "anticipate," "estimate," "intend,"
"seek," "may" and similar expressions identify forward-looking
statements that speak only as of the date of this release.
Investors are cautioned that such statements involve risks and
uncertainties that could cause actual results to differ materially
from historical or anticipated results due to many factors. These
factors include, but are not limited to, the following:
- changes in general economic conditions, including prolonged or
substantial economic downturn, and any related financial
difficulties experienced by original equipment manufacturers, end
users, customers, suppliers or others with whom PDSi does
business;
- changes in customer order patterns;
- changes in our business or our relationship with major
technology partners or significant customers;
- failure to maintain adequate levels of inventory;
- production components and service parts cease to be readily
available in the marketplace;
- lack of adequate financing to meet working capital needs or to
take advantage of business and future growth opportunities that may
arise;
- inability of cost reduction initiatives to lead to a
realization of savings in labor, facilities or other operational
costs;
- deviation of actual results from estimates and/or assumptions
used by PDSi in the application of its significant accounting
policies;
- lack of success in technological advancements;
- inability to retain certifications, authorizations or licenses
to provide certain products and/or services;
- risks associated with new business practices, processes and
information systems;
- impact of judicial rulings or government regulations, including
related compliance costs;
- disruption in the business of suppliers, customers or service
providers due to adverse weather, casualty events, technological
difficulty, acts of war or terror, or other causes;
- risks associated with doing business internationally, including
economic, political and social instability and foreign currency
exposure; and
- other factors from time to time described in PDSi's filings
with the United States Securities and Exchange Commission
("SEC").
The Company undertakes no obligation to publicly update or
revise any such statements, except as required by applicable law.
For more details, please refer to PDSi's SEC filings, including its
most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q.
Contact: Nick Tomashot Chief Financial Officer (614) 748-1150
Email Contact
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