31.07.2007 18:33:00
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Brightpoint Completes Acquisition of Dangaard Telecom to Form a Global Leader in Wireless Distribution and Customized Logistic Services
Brightpoint, Inc. (NASDAQ:CELL) announced today that it acquired all of
the outstanding shares of Dangaard Telecom A/S, and completed the
previously announced acquisition of Dangaard Telecom A/S.
"This transaction has further strengthened our capabilities and expanded
our global presence,” stated Robert J. Laikin,
Chief Executive Officer and Chairman of the Board of Brightpoint, Inc. "It
has joined together two of the most prominent players in the wireless
device distribution and logistics industry to create a true global
leader. We believe that our vendors, customers, employees and
shareholders will all benefit from the global platform created by this
transaction.” Overview of the Transaction
Under the terms of the transaction, Brightpoint, Inc. issued 30 million
newly issued shares (the "Shares”)
of its unregistered common stock to Dangaard Holding A/S ("Dangaard
Holding”), an affiliate of Nordic Capital Fund
VI, paid Dangaard Holding $100,000 and assumed approximately $350
million of Dangard Telecom’s indebtedness in
exchange for all of the outstanding shares of Dangaard Telecom A/S ("Dangaard
Telecom”). The Shares issued had a market
value of $384.9 million based on the $12.83 opening trading price of
Brightpoint’s common stock on the Nasdaq
Global Select Market on July 31, 2007.
Pursuant to the terms of a shareholder agreement executed in connection
with the transaction, on July 31, 2007, three designees of Dangaard
Telecom, Jorn P. Jensen, Thorlief Krarup and Jan Gesmar-Larsen, were
elected to serve on Brightpoint, Inc.’s Board
of Directors. Each of Messrs. Jensen, Krarup and Gesmar-Larsen was
approved by the Board’s corporate governance
and nominating committee and determined by the Board to be independent
under Brightpoint’s corporate governance
principles and NASDAQ Marketplace Rule 4200(a). V. William Hunt, Robert
F. Wagner and Stephen H. Simon resigned from Brightpoint’s
Board of Directors on July 31, 2007, and the Board will continue to have
nine members. The number of directors Dangaard Holding can nominate,
subject to the approval of the Board’s
corporate governance and nominating committee, to serve on Brightpoint’s
Board of Directors (between none and three) will decline if its
ownership percentage in Brightpoint, Inc. falls below certain agreed
upon thresholds.
Brightpoint also announced today that it has successfully syndicated an
amendment to its global credit agreement, which, among other things,
resulted in: (i) an increase in the amount available under the secured
revolving credit facility from $240 million to $300 million, (ii) the
extension to the domestic borrowers of a term loan in an original
principal amount equivalent to $125 million, (iii) the extension to the
foreign borrowers, including two of the Dangaard companies, of a term
loan in an original principal amount equivalent to $125 million, (iv)
the addition to two Dangaard companies as foreign borrowers and five
other Dangaard companies as foreign guarantors, and (v) increased
commitments, in certain cases, from existing members of the bank group,
and new commitments from other lenders who became new members of the
bank group upon the closing of the amendment. The amendment was
co-arranged by Banc of America Securities LLC, and ABN Amro N.V. with
participation in the facility by Citibank, N.A., The Royal Bank of
Scotland PLC, Bank DnB NORD AS, Fifth Third Bank, Inc., General Electric
Capital Corporation, Wells Fargo Bank, N.A., Deutsche Bank AG, National
City Bank, Bank of Tokyo-Mitsubishi Trust Company, Nykredit Bank A/S,
HSH Nordbank AG, and BMO Capital Markets Financing, Inc.
"This amendment to the senior secured revolving credit facility will
allow Brightpoint to effectively manage its global operations across its
entire footprint and more freely deploy capital in a more efficient
manner," said Anthony W. Boor, Brightpoint’s
Executive Vice President, Chief Financial Officer and Treasurer.
Deutsche Bank Securities acted as sole financial advisor and Blank Rome
LLP acted as legal counsel to Brightpoint.
Latham & Watkins LLP acted as legal counsel to Dangaard.
About Brightpoint
Brightpoint, Inc. (NASDAQ:CELL) is a global leader in the distribution
of wireless devices and in providing customized logistic services to the
wireless industry. In 2006, Brightpoint handled 53.5 million wireless
devices globally. Brightpoint's innovative services include
distribution, channel development, fulfillment, product customization,
eBusiness solutions, and other outsourced services that integrate
seamlessly with its customers. Brightpoint's effective and efficient
platform allows its customers to benefit from quickly deployed,
flexible, and cost effective solutions. The company has approximately
2,100 employees in 15 countries. Revenue in 2006 was $2.4 billion and
net income was $35.6 million. Additional information about Brightpoint
can be found on its website at www.brightpoint.com,
or by calling its toll-free Information and Investor Relations line at
877-IIR-CELL (877-447-2355).
Certain information in this press release may contain forward-looking
statements regarding future events or the future performance of
Brightpoint. These statements are only predictions and actual events or
results may differ materially. Please refer to the documents Brightpoint
files, from time to time, with the Securities and Exchange Commission;
including, Brightpoint's most recent Form 10-K and Exhibit 99.1,
thereto. These documents contain and identify important risk factors
that could cause the actual results to differ materially from those
contained in or implied by these forward-looking statements. These risk
factors include, without limitation, that unexpected costs may be
associated with the acquired Dangaard business operations; the expected
benefits of the transaction may not be achieved in a timely manner, or
at all; the acquired Dangaard business operations may not be
successfully integrated with Brightpoint's following the closing;
disruption from the transaction may adversely affect the parties'
relationships with their customers, suppliers or employees; and that
Brightpoint may be unable to achieve the expected synergies, business
and strategic objectives following the transaction. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date these statements were made.
Brightpoint undertakes no obligation to update any forward-looking
statements contained in this press release.
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