FREMONT, CA and GUELPH, ON – August 10, 2004 – SYNNEX
Corporation (NYSE: SNX), through its subsidiary, SYNNEX Canada
Limited, and EMJ Data Systems Ltd. (TSX: EMJ) jointly announced
today that Synnex Canada Acquisition Limited, a wholly-owned
subsidiary of SYNNEX Canada Limited, has mailed to EMJ Shareholders
its Offer Circular and related documents in connection with
its previously announced take-over bid for 100% of the EMJ
common shares for an offer price of CDN $6.60 per share. The
EMJ Directors’ Circular, which contains the unanimous
recommendation of the Board of Directors of EMJ that the Offer
is fair to the holders of EMJ common shares and that holders
of EMJ common shares accept the Offer, was mailed with the
Offer Circular.
Holders of EMJ securities exercisable or convertible into
EMJ common shares who wish to participate in the Offer
should exercise
or convert their securities and deposit the resulting EMJ
common shares under the Offer.
The Offer is open for acceptance until 9:00 a.m. (Toronto
time) on September 15, 2004, unless withdrawn or extended
and is
subject to customary conditions of completion including
receipt of all necessary regulatory approvals and acceptance
of the
Offer by EMJ shareholders holding an aggregate of not less
than 66 2/3% of the EMJ common shares on a fully diluted
basis.
As previously announced, SYNNEX Canada and EMJ have agreed
that Synnex Canada Acquisition 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 deposited under the Offer
at closing. Synnex Canada Acquisition Limited has also
entered
into two
lock-up agreements dated July 14, 2004, with Jim Estill,
President and CEO of EMJ, and Estill Holdings Limited,
a company controlled
by Jim Estill. Pursuant to these lock-up agreements,
Jim Estill and Estill Holdings Limited have agreed to deposit
under the
Offer their issued and outstanding EMJ common shares,
representing
approximately 46.7% of the issued and outstanding EMJ
common shares or approximately 33.8% of the EMJ common
shares
on a fully diluted basis, and not withdraw them, except
in limited
circumstances.
SYNNEX Canada and EMJ also announced that Jim Estill
has agreed, through his wholly-owned holding company,
to purchase
on the
open market with a portion of his proceeds from the
sale of his EMJ common shares under the Offer CDN$5 million
of common
stock of SYNNEX Corporation, which stock will be held
in escrow for a period of 5 years. Estill has also
agreed,
through the
same holding company, to deposit into an additional
escrow CDN$2 million of the proceeds from the sale of his
EMJ
common shares under the Offer to secure his retention
as
an employee
of SYNNEX Canada for a period of 5 years.
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, including statements
regarding the acquisition of EMJ common shares, are subject
to risks and uncertainties that could cause actual results
to differ materially from those discussed in the forward-looking
statements. These risks and uncertainties, include, but are
not limited to, the satisfaction of customary closing conditions
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.