Ingram Micro and Tianjin Tianhai Investment Company today announced that they have entered into a definitive merger agreement under which Tianjin Tianhai will acquire Ingram Micro for $38.90 per share in an all-cash transaction with an equity value of approximately $6 billion.
Upon close of the merger, Ingram Micro will become a part of HNA Group, a Hainan-based Fortune Global 500 enterprise group and a leader in aviation, tourism and logistics and the largest stockholder of Tianjin Tianhai.
The transaction, which has been unanimously approved by both Ingram Micro's and Tianjin Tianhai's boards of directors, represents a premium of approximately 39 percent over the average closing share price of Ingram Micro for the 30 trading days ended February 16, 2016.
Following the close of the transaction, which is expected in the second half of 2016, Ingram Micro will operate as a subsidiary of Tianjin Tianhai, consolidated under HNA Group, the largest stockholder of Tianjin Tianhai (via HNA Group's subsidiaries).
Ingram Micro is expected to remain headquartered in Irvine, California, and Ingram Micro's executive management team will remain in place, with Alain Monié continuing to lead as CEO. All Ingram Micro lines of business and all regional and country operations are expected to continue unaffected.
Adam Tan, Vice Chairman of the Board of Directors and CEO of HNA Group, said, “Ingram Micro has clearly established itself as a leading distributor and global provider of IT products and services. The Company has a proven and talented team and we believe Ingram Micro is unrivaled in its ability to offer industry-leading, differentiated and easy-to-manage solutions to vendor and customer partners worldwide. We look forward to supporting Ingram Micro's management team and strategies, including continued expansion into new geographies, while also offering their vendor and customer partners access to new and complementary offerings. We share Ingram Micro's commitment to integrity, innovation and performance and we are confident this transaction will enable Ingram Micro to continue to distinguish itself in the marketplace and meet the needs of its vendor and customer partners better than ever before.”
Mr. Tan also said, “After the transaction, Ingram Micro would become the largest member enterprise of HNA Group in terms of revenue, and facilitate the internationalization process of the group. With the help of Ingram Micro, HNA Group would have access to business opportunities in emerging markets, which have higher growth rates and better profitability. Furthermore, the addition of Ingram Micro would help the logistics sector of HNA Group transform from a logistics operator to a supply chain operator, and provide one-stop services while improving efficiencies.”
Alain Monié, Ingram Micro CEO, said, “Our agreement to join HNA Group delivers near-term and compelling cash value to our stockholders and we expect it to provide exciting new opportunities for our vendors, customers and associates. Innovation, new services introduction, brand management and ensuring the stability and continuity of the businesses joining their enterprise are fundamental to HNA Group's overall strategy. As a part of HNA Group, we will have the ability to accelerate strategic investment, as we continue to capitalize on the constant evolution of technology and emerging trends by adding expertise, capabilities and geographic reach. Additionally, Ingram Micro will now be part of a larger organization that has complementary logistics capabilities and a strong presence inChina that can further support the growth and profitability objectives of our vendor and customer partners.”
Mr. Monié continued, “HNA Group is committed to maintaining the leadership teams and core values that have made Ingram Micro a trusted partner and industry leader, and as a part of a larger organization, our global associates will have the added opportunity to expand their career objectives while remaining dedicated to Ingram Micro's core principles. We are delighted to join forces with HNA Group, a partner who shares our vision for Ingram Micro and is committed to accelerating the growth of our business to provide innovative solutions across the IT ecosystem.”
Dale R. Laurance, Chairman of the Board of Directors of Ingram Micro, said, “HNA Group has a long and successful history of investing in and supporting leading global brands to advance the companies' business objectives. HNA Group has a stated focus to grow globally and to invest further in the operations they acquire. The Board and I are confident that this transaction is in the best interest of our stockholders and that it will create an even stronger partner and value proposition for Ingram Micro's vendors and customers around the world.”
In conjunction with this announcement, Ingram Micro is suspending its quarterly dividend payment and its share repurchase program prior to the closing of the transaction.
The transaction is subject to regulatory approvals in various jurisdictions, as well as the approval of Ingram Micro's and Tianjin Tianhai's stockholders and the satisfaction of other customary closing conditions.
China International Capital Corporation Limited and Bravia Capital jointly acted as lead financial advisors to HNA Group. Weil, Gotshal & Manges LLP acted as HNA Group's legal counsel.
Morgan Stanley & Co. LLC acted as financial advisor to Ingram Micro and Davis Polk & Wardwell LLP acted as Ingram Micro's legal counsel.
Fourth Quarter 2015 Results
Ingram Micro plans to release its 2015 fourth quarter financial results on February 25, 2016; however, as a result of the transaction announced today, Ingram Micro will not be hosting a conference call to discuss its financial results.