Insight Enterprises (Nasdaq:NSIT), an Intelligent Technology
Solutions™ provider (“Insight” or “the Company”), and Datalink
Corporation (Nasdaq:DTLK), a leading provider of IT services and
enterprise data center solutions (“Datalink”), have entered into a
definitive merger agreement under which Insight will acquire
Datalink for $11.25 per share in cash, representing a 19% premium
to Datalink’s closing share price on November 4, 2016. The
transaction implies an equity purchase price of approximately $258
million and an enterprise value of approximately $196 million (net
of cash and debt acquired).
Datalink is a premier provider of IT services and solutions
headquartered near Minneapolis, Minn., with offices in 35 locations
in the United States and approximately 570 teammates. Datalink
delivers value to Fortune 1000 and public sector clients by
providing complete IT solutions that include hardware, software and
services to create business impact for their clients.
Insight expects to achieve approximately $20 million in run-rate
cost savings within two years after closing, primarily related to
corporate efficiencies, duplicative functions and IT system
integration. The transaction is expected to be accretive to 2017
adjusted earnings per share (excluding transaction and integration
expenses).
“The data center is at the core of our clients’ strategic
investments. With the increasing number of options from converged
to hyper-converged solutions as well as hybrid cloud options, the
landscape has become more complex and clients are looking for help
as they evaluate alternatives. The acquisition of Datalink is a
significant step in strengthening the foundation of our data center
practice as we add the expertise and depth of the Datalink team to
our portfolio. We are excited about the combination and look
forward to welcoming the Datalink team to our organization.” said
Ken Lamneck, CEO of Insight.
“The strength of Datalink’s world-class data center capabilities
combined with Insight’s scale and breadth of offerings will bolster
our ability to deliver solutions for complex business problems
across an expanded footprint of clients. This combination gives our
team significant new opportunities to help more organizations
elevate and transform their IT,” said Shawn O’Grady, Chief
Operating Officer of Datalink.
The combination of the two organizations brings a full
complement of end-to-end technology solutions in supply chain,
application and data center architecture, implementation and
managed solutions. “Our clients, partners and teammates will
experience exciting opportunities for growth and development as a
result of this acquisition,” said Steve Dodenhoff, president of
Insight’s US business.
“Our decision to join forces with Insight is based on our shared
commitment to deliver best in class technology, operations and
services to meet our clients’ need for IT transformation. Our
enterprise solutions platform, sophisticated offerings, talented
professionals and our client base will bring a rich dimension to
the Insight organization,” said Paul Lidsky, CEO of Datalink.
Terms and Financing
The transaction is subject to certain closing conditions,
including regulatory approvals and approval of Datalink’s
shareholders, and is expected to close in the first quarter of
2017.
Insight intends to finance the transaction through a combination
of cash on hand and borrowings under its existing revolving credit
facilities.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to
Insight. Insight’s legal advisor is Sullivan & Cromwell
LLP.
Raymond James & Associates is acting as financial advisor
and Faegre Baker Daniels LLP is acting as legal advisor to
Datalink.
Conference Call
Insight will host a conference call and webcast today, November
7, at 8:30 a.m. ET to discuss the transaction.
The live conference call is available by dialing (877) 402-8904
from the U.S. or (678) 809-1029 from outside the U.S. and entering
conference code 3625042. Supporting materials, as well as a link to
an audio webcast of the conference call, will be available at
http://nsit.client.shareholder.com/index.cfm.
A replay of the conference call will be available for a limited
time beginning approximately one hour after completion of the
conference call and can be accessed via the Insight website at
http://nsit.client.shareholder.com/index.cfm.
Forward Looking Statements
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may
constitute “forward-looking statements.” Forward-looking statements
can usually be identified by the use of words such as “aim,”
“anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,”
“expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,”
“plan,” “possible,” “potential,” “project,” “should,” “will” and
other expressions which indicate future events or trends.
These forward-looking statements are based upon certain
expectations and assumptions and are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including the
following: Datalink’s shareholders may not approve the transaction;
conditions to the closing of the transaction, including receipt of
required regulatory approvals, may not be satisfied; the
transaction may involve unexpected costs, liabilities or delays;
the parties may be unable to achieve expected synergies and
operating efficiencies in the merger within the expected time
frames or at all and to successfully integrate Datalink’s
operations into those of Insight; such integration may be more
difficult, time consuming or costly than expected; revenues
following the transaction may be lower than expected; operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the transaction; uncertainties surrounding the
transaction; the outcome of any legal proceedings related to the
transaction; Datalink and/or Insight may be adversely affected by
other economic, business, and/or competitive factors; risks that
the pending transaction disrupts current plans and operations; the
retention of key employees of Datalink; other risks to consummation
of the transaction, including circumstances that could give rise to
the termination of the merger agreement and the risk that the
transaction will not be consummated within the expected time period
or at all; and the other risks described from time to time in
Datalink’s and Insight’s reports filed with the Securities and
Exchange Commission (the “SEC”) under the heading “Risk Factors,”
including each company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2015, subsequent Quarterly Reports on Form
10-Q and in other of Datalink’s and Insight’s filings with the
SEC.
All forward-looking statements are qualified by, and should be
considered in conjunction with, such cautionary statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which such
statements were made. Except as required by applicable law, neither
Insight nor Datalink undertakes any obligation to update
forward-looking statements to reflect events or circumstances
arising after such date.
Additional Information and Where to Find It
In connection with the transaction, Datalink intends to file
relevant materials with the SEC, including a proxy statement on
Schedule 14A. Following the filing of the definitive proxy
statement with the SEC, Datalink will mail the definitive proxy
statement and a proxy card to each shareholder entitled to vote at
the special meeting relating to the transaction. Datalink
shareholders are urged to carefully read these materials (and any
amendments or supplements) and any other relevant documents that
Datalink files with the SEC when they become available because they
will contain important information. The definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by Datalink with the SEC,
may be obtained free of charge at the SEC’s website
(http://www.sec.gov), at Datalink’s investor website
(http://www.datalink.com/Investor-Information), or by writing or
calling Datalink at Datalink Corporation, 10050 Crosstown Circle,
Suite 500, Eden Prairie, Minnesota 55344 or by (952) 944-3462.
Participants in the Solicitation
Datalink and its directors and executive officers, and Insight
and its directors and officers, may be deemed to be participants in
the solicitation of proxies from Datalink’s stockholders with
respect to the transaction. Information about Datalink’s directors
and executive officers and their ownership of Datalink’s common
stock is set forth in Datalink’s proxy statement on Schedule 14A
filed with the SEC on April 15, 2016. To the extent that holdings
of Datalink’s securities have changed since the amounts printed in
Datalink’s proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information regarding the identity of the participants in
the proxy solicitation, and their direct or indirect interests in
the transaction, by security holdings or otherwise, will be set
forth in the proxy statement and other materials to be filed with
SEC in connection with the transaction. Information about the
directors and executive officers of Insight is set forth in the
proxy statement for Insight’s 2016 Annual Meeting of Stockholders,
which was filed with the SEC on April 5, 2016.
About Datalink
Datalink is a complete IT services and solutions provider
that helps companies transform their technology, operations, and
service delivery to meet business challenges. Combining extensive
experience, a full lifecycle of services and a comprehensive
approach to producing IT innovations that empower positive business
outcomes, Datalink delivers success across cloud IT
transformation, next generation technology, and security. For more
information, call 800.448.6314 or visit www.datalink.com.
About Insight
From business and government organizations to healthcare and
educational institutions, Insight empowers clients with
"Intelligent Technology™" solutions to realize their goals. As a
Fortune 500-ranked global provider of hardware, software, cloud and
service solutions, our 5,700 teammates provide clients the guidance
and expertise needed to select, implement and manage complex
technology solutions to drive business outcomes. Through our
world-class people, partnerships, services and delivery solutions,
we help businesses run smarter. Discover more
at insight.com . NSIT-M
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161107005702/en/
INVESTORS:Insight EnterprisesHelen Johnson,
480-333-3234HELEN.JOHNSON@INSIGHT.COMorMEDIA:Insight EnterprisesAmy
Protexter, 480-409-6710AMY.PROTEXTER@INSIGHT.COMorSloane &
CompanyAriel Kouvaras,
212-446-1884AKOUVARAS@SLOANEPR.COMorINVESTORS:Datalink
CorporationGreg Barnum,
952-279-4816GBARNUM@DATALINK.COMorMEDIA:Padilla CRTMatt Sullivan,
612-455-1709MATT.SULLIVAN@PADILLACRT.COM
Datalink Corp. (NASDAQ:DTLK)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Datalink Corp. (NASDAQ:DTLK)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024