20.02.2007 05:01:00
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Brightpoint and Dangaard Telecom to Merge to Form the Global Leader in Wireless Distribution and Customized Logistic Services
Brightpoint, Inc. (NASDAQ:CELL) announced today that it has entered into
a definitive Stock Purchase Agreement ("Definitive Agreement") for
Brightpoint, Inc. to acquire all of the outstanding shares of Dangaard
Telecom A/S.
"This transaction will join together two of the most prominent players
in the wireless handset distribution and logistics industry to create
the true global leader,” stated Robert J.
Laikin, Chief Executive Officer and Chairman of the Board of
Brightpoint, Inc. "I firmly believe our two
companies complement each other perfectly in terms of geography, service
offerings and shared commitment to operational excellence. Our vendors,
customers, employees and shareholders will all benefit from the global
platform created by this transaction.” "Our combined resources will allow us to
leverage the capabilities and best practices from both companies in
order to offer advanced wireless services to our customers and business
partners in the many attractive markets around the world in which we
operate,” stated Michaél
Koehn Milland, Chief Operating Officer of Dangaard Telecom.
"We believe that the combined group will have
the best in class platform to deliver the most innovative, efficient and
effective solutions to global wireless handset manufacturers, network
operators and retailers. The proposed transaction is extremely
compelling and we believe that the combined company will enjoy
substantial synergies and unique growth prospects,”
stated Christian Dyvig, Partner, Nordic Capital.
The executive management team of the combined company post-closing will
be as follows:
Brightpoint, Inc.
Robert J. Laikin,
Chairman of the Board and Chief Executive Officer
J. Mark Howell,
Co-Chief Operating Officer and President, Americas
Michael Koehn Milland,
Co-Chief Operating Officer and President of International
Anthony W. Boor,
Executive Vice President and Chief Financial Officer
Steven E. Fivel,
Executive Vice President, General Counsel and Secretary
Regional
Americas:
J. Mark Howell, Co-Chief Operating Officer and President, Americas
John J. Ludwig, Chief Financial Officer, Americas
Europe:
Steen F. Pedersen, President Europe
Hans Peter Alnor, Chief Financial Officer, Europe
Asia Pacific:
Bruce Thomlinson, President, Asia Pacific
Paul Ringrose, Chief Financial Officer, Asia Pacific
Emerging Markets:
Jac Currie, President, Emerging Markets
Overview of the Proposed Transaction
The Boards of Directors of Brightpoint, Inc. and Dangaard Holding, A/S
have unanimously approved the proposed transaction. The proposed
transaction is subject to customary closing conditions including,
without limitation, certain regulatory approvals and the approval by
Brightpoint’s shareholders. Under the terms of
the proposed transaction, Brightpoint, Inc. will issue 30 million newly
issued shares of its common stock and $100,000 to Dangaard Holding A/S ("the
Shareholder”), an affiliate of Nordic Capital
Fund VI, in exchange for all of the outstanding shares of Dangaard
Telecom A/S. The Shareholder will have the right to nominate up to 3
members to serve on the Brightpoint, Inc. Board of Directors (subject to
approval by the Board’s Corporate Governance
and Nominating Committee). The number of directors the Shareholder can
nominate will decline if their ownership percentage in Brightpoint, Inc.
falls below certain agreed upon thresholds. The Brightpoint, Inc. Board
of Directors will continue to have 9 total Board Members.
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.
Teleconference Details
Brightpoint and Dangaard Management will host a teleconference at 8:00
AM EST / 2:00PM CET on Tuesday, February 20, 2007. The conference call
details are as follows:
The live webcast of the conference call, including both audio and
slides, can be accessed through the Investors section of the Company's
website at www.brightpoint.com.
For those who prefer to join the conference call telephonically, use the
following information and dial in several minutes prior to the start of
the call:
U.S. toll-free dial-in number: (877) 704-5382
International dial-in number: +1 913 312-1296
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).
About Dangaard Telecom
Dangaard Telecom, a privately held portfolio company of Nordic Capital
Fund VI, is Europe’s largest distributor of
mobile phones, smartphones and original accessories for mobile phones.
The company is the preferred Value Adding Distributor for a number of
the world’s largest manufacturers of mobile
phones, Mobile Network Operators, Service Providers, retail chains and
enterprise customers. The strong position, gained through many years of
experience, is achieved by being flexible, proactive and innovative in
the relationship with its cooperation partners. Today, Dangaard Telecom
is represented by subsidiaries in 14 countries. The company has
approximately 1,000 employees and the turnover in the financial year
2005/2006 was €1.7 billion (approximately
$2.1 billion) and net income was €20.2
million (approximately $24.8 million). Additional information about
Dangaard Telecom can be found on its website at www.dangaard.com
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. These risk factors include, without
limitation, the satisfaction, waiver of, or the parties' ability to
complete the terms and conditions set forth in the Stock Purchase
Agreement dated February 19, 2007, by and among DANGAARD HOLDING A/S,
DANGAARD TELECOM A/S, BRIGHTPOINT, INC. AND NORDIC CAPITAL VI LIMITED
(the "Definitive Agreement”)such
as: the receipt of regulatory approvals, the receipt of third-party
approvals and other closing conditions, any failure of which may delay
or prevent the closing of the transaction; the transaction may involve
unexpected costs; the expected benefits of the transaction may not be
achieved in a timely manner, or at all; the 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
Brightpoint may be unable to achieve the expected synergies, business
and strategic objectives following the transaction. In addition, there
can be no assurance that the proposed transaction will occur. 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 Form 10-Q 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. 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.
Note to Editors: There should be an accent mark over the first "e" in
"Michaél Koehn Milland" above.
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