SYNNEX and EMJ Announce
Business Combination to Create New Distribution Leader
FREMONT, CA and GUELPH,
ON – July
14, 2004 – SYNNEX Corporation (NYSE: SNX), through its
subsidiary, SYNNEX Canada Limited, and EMJ Data Systems Ltd.
(TSX: EMJ) today jointly announced that they have entered into
a definitive business combination agreement in which a wholly
owned subsidiary of SYNNEX Canada will acquire EMJ in an all-cash
public take-over bid for 100% of the EMJ common shares, for
a purchase price of CDN $6.60 per share, or approximately CDN
$56 million in the aggregate, assuming 8.5 million EMJ common
shares are outstanding and tendered at closing.
The combined
company will become a new distribution leader in the Canadian
market. SYNNEX Canada will contribute its expertise in the
distribution of broad line technology products to resellers
and system builders and EMJ will contribute its expertise
in the distribution of computer products and peripherals, especially
niche-market products for Apple, bar coding/auto-ID/point-of-sale,
build-to-order, digital video, networking and security applications.
“We
are delighted with the business combination of SYNNEX Canada
and EMJ,” stated Robert Huang, President and CEO of SYNNEX
Corporation. “EMJ is highly regarded for the quality
of its management team and staff, as well as the breadth of
its product offerings and depth of its customer relationships.
By combining the extensive personnel expertise, product lines
and services of EMJ with SYNNEX Canada’s strengths and
capabilities, we are committed to bringing our customers an
exceptional range of products and services. Net of acquisition
and integration costs, the acquisition of EMJ is expected to
add to our earnings per share as well as contribute to an increase
in our gross profit margins.”
Jim Estill, CEO of EMJ
Data Systems Ltd will lead the combined Canadian business
as CEO of SYNNEX Canada and also lead EMJ into Barcode, POS
and
autoID in the USA. Estill stated, “I believe this offer
is very good for EMJ shareholders. I have made a long-term
commitment to lead SYNNEX Canada and look forward to the
challenge. This is a decisive move that accelerates our strategy
and positions
us to win by offering even greater value to our customers
and partners. We will continue to offer the high
expertise and personal
touch that our customers have come to love.”
Mitchell
Martin of SYNNEX Canada will continue to lead the Broad Line
Distribution
Division as President. Martin stated, “Additional cost
synergies and product lines will further our price leadership
in the marketplace while reducing the supply chain costs
of our vendor partners. I look forward to working with Jim
Estill
to promote the positive synergies of the business combination
to our primary stakeholders.”
SYNNEX Canada has agreed
to make an offer by way of public take-over bid for all outstanding
common shares of EMJ, including common shares issuable upon
the conversion or exercise of options and other convertible
securities. Each of the Independent Committee and the Board
of Directors of EMJ has concluded that the SYNNEX Canada
offer is fair to the minority shareholders of EMJ, in the
best interests
of EMJ and has unanimously approved the offer. The Board
of Directors of EMJ will recommend that EMJ shareholders
tender
their shares to the offer. The Board of Directors received
an independent fairness opinion from Northern Securities
Inc. that the SYNNEX Canada offer is fair, from a financial
point
of view, to the minority shareholders of EMJ. Jim Estill,
CEO of EMJ, who controls more than 45% of the common shares
of
EMJ on a fully-diluted basis and approximately 35% of the
outstanding Series A preference shares of EMJ, has entered
into a lock-up
agreement and has agreed to tender his common shares to the
SYNNEX Canada offer.
It is anticipated that the offer will
be mailed within two weeks subject to satisfaction of certain
conditions with completion scheduled within the next 90 days.
Once mailed, the offer will be open for at least 35 days
unless withdrawn or extended. Completion of the offer will
be conditional
upon 66-2/3% of the outstanding EMJ common shares, calculated
on a fully diluted basis, being tendered, as well as other
customary conditions including receipt of all necessary regulatory
consents and approvals.
Under certain circumstances, a break-up
fee of CDN $2.5 million is payable by EMJ; however, the lock-up
agreement with Mr. Estill does not preclude him from tendering
his shares to a superior proposal to acquire EMJ’s
common shares, if one is made. In addition, a CDN $2.5 million
non-completion
fee will be payable by SYNNEX Canada to EMJ in certain circumstances.
About SYNNEX Corporation
Founded in 1980, SYNNEX Corporation
is a global IT supply chain services company offering a comprehensive
range of services to original equipment manufacturers, software
publishers and reseller customers worldwide. SYNNEX offers
product distribution, related logistics services and contract
assembly and works with the leading industry suppliers of
IT systems, peripherals, system components, software and
networking
equipment. Additional information about SYNNEX may be found
online at www.synnex.com.
About SYNNEX Canada Limited
SYNNEX
Canada Limited is a leading distributor of technology products
to resellers and system builders throughout Canada. SYNNEX
Canada endeavors to support the growth of its partners
with business development and educational services, expert
technical
support, flexible financing options, certified configuration
services, and e-business solutions. The company is a wholly
owned subsidiary of SYNNEX Corporation.
About EMJ Data Systems
Ltd.
EMJ Data Systems Ltd., headquartered in Guelph, Ontario,
is a Canadian, publicly owned distributor of computer products
and peripherals. EMJ specializes in niche-market products
for
Apple, Bar Coding/Auto-ID/Point-of-Sale, Build-To-Order,
Digital Video, Networking and Security applications. EMJ
has Canadian
branch offices in Vancouver, Calgary, Winnipeg, Montreal,
and Halifax, as well as one office in the United States.
EMJ’s
common shares are traded on the Toronto Stock Exchange (TSX)
under the symbol EMJ. For more information about EMJ, visit
www.emj.ca.
Safe Harbor Statement Statements in this press
release regarding SYNNEX Corporation which are not historical
facts are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking
statements may be identified by terms such as believe, expect,
may, will, could and should and the negative of these terms
or other similar expressions. These statements are subject
to risks and uncertainties that could cause actual results
to differ materially from those discussed in the forward-looking
statements, including statements regarding SYNNEX’s expectations
as to the ability of the combined company to become a distribution
leader in Canada and other markets, SYNNEX’s expectations
as to the acceleration of its strategy and market position
provided by the business combination, any increase in SYNNEX’s
earnings per share and gross profit margins, any synergies
associated with the business combination and any reduction
in supply chain costs of SYNNEX’s vendor partners, the
ability to successfully integrate EMJ, the impact of competition
and changes in technology, changes in SYNNEX's business plans
and other risks detailed from time to time in SYNNEX’s
SEC reports, including its Quarterly Report on Form 10-Q
for the quarter ended May 31, 2004. In light of these risks
and
uncertainties, there can be no assurance that the results
referred to in the forward-looking statements contained in
this press
release will occur. Statements included in this press release
are based upon information known to SYNNEX Corporation and
EMJ Data Systems Ltd. as of the date of this release, and
SYNNEX Corporation and EMJ Data Systems Ltd. assume no obligation
to update information contained in this press release.
SYNNEX
and the SYNNEX logo are trademarks of SYNNEX Corporation
or
its subsidiaries and should be treated as such. All rights
reserved. All other company names mentioned herein are
trademarks of their respective owners.