PLAINFIELD, Ind.--(BUSINESS WIRE)--Brightpoint, Inc. (NASDAQ:CELL) announced today that it acquired all of the outstanding shares of Dangaard Telecom A/S, and completed the previously announced acquisition of Dangaard Telecom A/S.
"This transaction has further strengthened our capabilities and expanded our global presence,” stated Robert J. Laikin, Chief Executive Officer and Chairman of the Board of Brightpoint, Inc. “It has joined together two of the most prominent players in the wireless device distribution and logistics industry to create a true global leader. We believe that our vendors, customers, employees and shareholders will all benefit from the global platform created by this transaction.”
Overview of the Transaction
Under the terms of the transaction, Brightpoint, Inc. issued 30 million newly issued shares (the “Shares”) of its unregistered common stock to Dangaard Holding A/S (“Dangaard Holding”), an affiliate of Nordic Capital Fund VI, paid Dangaard Holding $100,000 and assumed approximately $350 million of Dangard Telecom’s indebtedness in exchange for all of the outstanding shares of Dangaard Telecom A/S (“Dangaard Telecom”). The Shares issued had a market value of $384.9 million based on the $12.83 opening trading price of Brightpoint’s common stock on the Nasdaq Global Select Market on July 31, 2007.
Pursuant to the terms of a shareholder agreement executed in connection with the transaction, on July 31, 2007, three designees of Dangaard Telecom, Jorn P. Jensen, Thorlief Krarup and Jan Gesmar-Larsen, were elected to serve on Brightpoint, Inc.’s Board of Directors. Each of Messrs. Jensen, Krarup and Gesmar-Larsen was approved by the Board’s corporate governance and nominating committee and determined by the Board to be independent under Brightpoint’s corporate governance principles and NASDAQ Marketplace Rule 4200(a). V. William Hunt, Robert F. Wagner and Stephen H. Simon resigned from Brightpoint’s Board of Directors on July 31, 2007, and the Board will continue to have nine members. The number of directors Dangaard Holding can nominate, subject to the approval of the Board’s corporate governance and nominating committee, to serve on Brightpoint’s Board of Directors (between none and three) will decline if its ownership percentage in Brightpoint, Inc. falls below certain agreed upon thresholds.
Brightpoint also announced today that it has successfully syndicated an amendment to its global credit agreement, which, among other things, resulted in: (i) an increase in the amount available under the secured revolving credit facility from $240 million to $300 million, (ii) the extension to the domestic borrowers of a term loan in an original principal amount equivalent to $125 million, (iii) the extension to the foreign borrowers, including two of the Dangaard companies, of a term loan in an original principal amount equivalent to $125 million, (iv) the addition to two Dangaard companies as foreign borrowers and five other Dangaard companies as foreign guarantors, and (v) increased commitments, in certain cases, from existing members of the bank group, and new commitments from other lenders who became new members of the bank group upon the closing of the amendment. The amendment was co-arranged by Banc of America Securities LLC, and ABN Amro N.V. with participation in the facility by Citibank, N.A., The Royal Bank of Scotland PLC, Bank DnB NORD AS, Fifth Third Bank, Inc., General Electric Capital Corporation, Wells Fargo Bank, N.A., Deutsche Bank AG, National City Bank, Bank of Tokyo-Mitsubishi Trust Company, Nykredit Bank A/S, HSH Nordbank AG, and BMO Capital Markets Financing, Inc.
"This amendment to the senior secured revolving credit facility will allow Brightpoint to effectively manage its global operations across its entire footprint and more freely deploy capital in a more efficient manner," said Anthony W. Boor, Brightpoint’s Executive Vice President, Chief Financial Officer and Treasurer.
Deutsche Bank Securities acted as sole financial advisor and Blank Rome LLP acted as legal counsel to Brightpoint.
Latham & Watkins LLP acted as legal counsel to Dangaard.
Brightpoint, Inc. (NASDAQ:CELL) is a global leader in the distribution of wireless devices and in providing customized logistic services to the wireless industry. In 2006, Brightpoint handled 53.5 million wireless devices globally. Brightpoint's innovative services include distribution, channel development, fulfillment, product customization, eBusiness solutions, and other outsourced services that integrate seamlessly with its customers. Brightpoint's effective and efficient platform allows its customers to benefit from quickly deployed, flexible, and cost effective solutions. The company has approximately 2,100 employees in 15 countries. Revenue in 2006 was $2.4 billion and net income was $35.6 million. Additional information about Brightpoint can be found on its website at www.brightpoint.com, or by calling its toll-free Information and Investor Relations line at 877-IIR-CELL (877-447-2355).
Certain information in this press release may contain forward-looking statements regarding future events or the future performance of Brightpoint. These statements are only predictions and actual events or results may differ materially. Please refer to the documents Brightpoint files, from time to time, with the Securities and Exchange Commission; including, Brightpoint's most recent Form 10-K and Exhibit 99.1, thereto. These documents contain and identify important risk factors that could cause the actual results to differ materially from those contained in or implied by these forward-looking statements. These risk factors include, without limitation, that unexpected costs may be associated with the acquired Dangaard business operations; the expected benefits of the transaction may not be achieved in a timely manner, or at all; the acquired Dangaard business operations may not be successfully integrated with Brightpoint's following the closing; disruption from the transaction may adversely affect the parties' relationships with their customers, suppliers or employees; and that Brightpoint may be unable to achieve the expected synergies, business and strategic objectives following the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date these statements were made. Brightpoint undertakes no obligation to update any forward-looking statements contained in this press release.