American multispecialist Avnet has entered into an agreement to sell its Technology Solutions operating group to broadliner Tech Data in a stock and cash transaction valued at approximately €2.35b, in what is surely the IT distribution biggest merger to date. The sale of this business provides both Avnet and Tech Data with immediate opportunities to focus on core strategies and scale their respective businesses, ultimately delivering greater profitability to their shareholders.
"We believe the acquisition of Technology Solutions by Tech Data is the best decision for our employees, customers, suppliers and shareholders. This transaction presents us with the best strategic path for Avnet's future success and profitability, and puts Technology Solutions in position to achieve breakthrough business results with Tech Data", said William Amelio, CEO of Avnet. "Moving forward, Avnet will focus its resources and investments on becoming a leader in design chain and supply chain services not only for our current customers and suppliers, but also for new markets. We will drive targeted investments in embedded solutions, Internet of Things (IOT) and critical digital platforms. By investing in these high growth areas, we can expand the breadth of our portfolio and attract new customers worldwide who depend on us to deliver world-class solutions."
Avnet's Technology Solutions operating group is an IT solutions distributor focusing on the datacenter, network, storage and security markets in more than 80 countries (in Austria, Belgium, Czech Republic, Denmark, France, Germany, Hungary, India, Ireland, Italy, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Switzerland, Turkey and the United Kingdom for the EMEA region, which will all reinforce local TD Azlan teams, or ought to create new business, such as in Hungary, India, Romania or Turkey). It provides next generation solutions, marketing, training, resources and services that span the cloud to the data center and encompass the entire IT lifecycle. They work with value-added resellers to make it easier and more affordable to enter and excel in high-growth technology and vertical markets locally and around the world.
"We are excited to announce this transformative transaction, which creates a premier global IT distributor with the most diverse end-to-end solutions from the data center to the living room", said Bob Dutkowsky, CEO of Tech Data. "This combination complements our value-added distribution capabilities in Europe and the Americas, while establishing Tech Data's presence in Asia-Pacific, which will be a new market for us. As a result of the enhanced value proposition created through this transaction, Tech Data will be even better positioned to capture opportunities in next-generation technologies, deliver differentiated value to our customers and vendor partners, support career development for our employees, and generate strong returns for our shareholders. We believe the strategic and financial benefits resulting from this transformative combination are compelling for both our company and our stakeholders. We look forward to welcoming the Technology Solutions team to the Tech Data family and are excited about the future opportunities ahead."
Patrick Zammit, president of the Technology Solutions business, said, "Industry standardisation, innovation and converging technologies have transformed our industry. The broader portfolio created through this combination will enable both businesses to better capitalise on these trends, while also providing new opportunities for Technology Solutions to optimise and expand its offering, as well as unlock value in ways we could not historically. Given the strength of our customer and vendor relationships, our common cultures and values, as well as the skilled and engaged teams at both businesses, I am confident that this is a winning combination."
Tech Data + Technology Solutions: strong platform for growth and value creation
- Significantly broadens value-added distribution business: Technology Solutions is an established leader in value-added distribution, delivering superior technology solutions, services, software, and hardware across the data center, which is complementary to Tech Data's diversified portfolio of offerings and strategic areas targeted for growth. On a pro forma basis, Tech Data's revenues for the 12 months ended July 31, 2016 would have increased from €23.4b to approximately €31.6b, with revenue attributable to complex, higher-margin data center offerings increasing from approximately 29% to 45%. Pro-forma non-GAAP operating income for the 12 months ended July 31, 2016 would have more than doubled, after expected cost savings. Thanks to the sale, Avnet will be able to focus its investments on its semiconductor distribution arm, Avnet Electronic Components, especially on the IoT market, on which both distributors plans to build partnerships. Beside this, even if it will significantly grow its activities (up to €31.6m), Tech Data will not reach yet its nemesis, Ingram Micro, which generates a worldwide turnover of €45.1m. Also, most competitors will see this acquisition as an opportunity for capturing more business, especially in the EMEA region, as 1+1 seldom become 2 in M&As.
- Increases Tech Data's ability to capitalise on key next-generation technologies: next-generation technologies, including converged and hyper-converged infrastructure, security, analytics and the cloud, represent a more than €405b market opportunity, which is expected to grow at a 13% compounded annual growth rate through 2019. The combination of Tech Data (€8.7b) and Technology Solutions will (€7.2b) create a premier IT distributor with unmatched skills, consultative expertise, and strong partner relationships to help its customers capture these next-generation technology opportunities.
- Extends reach in new and existing regions, creating a more balanced geographic footprint: Tech Data's data center business is well-established in Europe and has a growing presence in North America. Overall, these regions represented approximately 61% and 39% of Tech Data's fiscal year 2016 revenues, respectively. With Technology Solutions, Tech Data will enhance its customer and product portfolios in the Americas and Europe, and establish an immediate presence in the fast-growing Asia-Pacific region, which will be a new market for Tech Data. Following the close of the transaction, Tech Data will expand its operations from 21 to 35 countries worldwide, with Europe comprising 53% of the Company's €31.6b pro forma revenues, the Americas 44% and Asia-Pacific 3%.
- Expands go-to-market capabilities by adding complementary skills, vendor relationships and new customers: Technology Solutions partners with more than 40 of the world's top IT vendors to address the IT business needs of 20,000 customers in more than 80 countries. Tech Data has similarly strong and diversified relationships with more than 600 vendors and 105,000 customers. As a combined company, the Tech Data and Technology Solutions businesses can offer a broader and differentiated set of solutions to a larger and more diversified customer base, while enhancing relationships with channel partners.
- Brings together teams with similar values and cultures: both Tech Data and Technology Solutions share a corporate culture centered on providing a world-class customer experience through teamwork, integrity, a passion for winning, and innovation. Tech Data expects that these shared values, as well as the expertise and talent from both organisations, will support a smooth integration following the close of the transaction.
Terms and Financing
Under the terms of the agreement, which was approved by the boards of directors of both companies, Avnet will receive €2.15b in cash and 2.785 million shares of Tech Data common stock, currently valued at approximately €180m and representing an approximate 7% ownership position in Tech Data. Tech Data intends to finance the cash portion of the consideration through a combination of cash on hand, drawings under its existing revolver, and proceeds from a new term loan facility and senior notes, which are backstopped by fully-committed debt financing from BofA Merrill Lynch. Following the close of the transaction, Tech Data will continue to benefit from strong cash flows to support debt reduction and organic growth initiatives. Tech Data expects to maintain an investment-grade profile and to reach a target leverage ratio of approximately 2.5x total debt-to-adjusted EBITDA within 18 to 24 months. The deal is of course subject to the approval of competition authorities throughout the world.