TEMPE, Ariz. & EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Insight Enterprises (Nasdaq:NSIT), an Intelligent Technology Solutions™
provider (“Insight” or “the Company”), and Datalink Corporation
(Nasdaq:DTLK), a leading provider of IT services and enterprise data
center solutions (“Datalink”), have entered into a definitive merger
agreement under which Insight will acquire Datalink for $11.25 per share
in cash, representing a 19% premium to Datalink’s closing share price on
November 4, 2016. The transaction implies an equity purchase price of
approximately $258 million and an enterprise value of approximately $196
million (net of cash and debt acquired).
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Datalink is a premier provider of IT services and solutions
headquartered near Minneapolis, Minn., with offices in 35 locations in
the United States and approximately 570 teammates. Datalink delivers
value to Fortune 1000 and public sector clients by providing complete IT
solutions that include hardware, software and services to create
business impact for their clients.
Insight expects to achieve approximately $20 million in run-rate cost
savings within two years after closing, primarily related to corporate
efficiencies, duplicative functions and IT system integration. The
transaction is expected to be accretive to 2017 adjusted earnings per
share (excluding transaction and integration expenses).
“The data center is at the core of our clients’ strategic investments.
With the increasing number of options from converged to hyper-converged
solutions as well as hybrid cloud options, the landscape has become more
complex and clients are looking for help as they evaluate alternatives.
The acquisition of Datalink is a significant step in strengthening the
foundation of our data center practice as we add the expertise and depth
of the Datalink team to our portfolio. We are excited about the
combination and look forward to welcoming the Datalink team to our
organization.” said Ken Lamneck, CEO of Insight.
“The strength of Datalink’s world-class data center capabilities
combined with Insight’s scale and breadth of offerings will bolster our
ability to deliver solutions for complex business problems across an
expanded footprint of clients. This combination gives our team
significant new opportunities to help more organizations elevate and
transform their IT,” said Shawn O’Grady, Chief Operating Officer of
Datalink.
The combination of the two organizations brings a full complement of
end-to-end technology solutions in supply chain, application and data
center architecture, implementation and managed solutions. “Our clients,
partners and teammates will experience exciting opportunities for growth
and development as a result of this acquisition,” said Steve Dodenhoff,
president of Insight’s US business.
“Our decision to join forces with Insight is based on our shared
commitment to deliver best in class technology, operations and services
to meet our clients’ need for IT transformation. Our enterprise
solutions platform, sophisticated offerings, talented professionals and
our client base will bring a rich dimension to the Insight
organization,” said Paul Lidsky, CEO of Datalink.
Terms and Financing
The transaction is subject to certain closing conditions, including
regulatory approvals and approval of Datalink’s shareholders, and is
expected to close in the first quarter of 2017.
Insight intends to finance the transaction through a combination of cash
on hand and borrowings under its existing revolving credit facilities.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to Insight.
Insight’s legal advisor is Sullivan & Cromwell LLP.
Raymond James & Associates is acting as financial advisor and Faegre
Baker Daniels LLP is acting as legal advisor to Datalink.
Conference Call
Insight will host a conference call and webcast today, November 7, at
8:30 a.m. ET to discuss the transaction.
The live conference call is available by dialing (877) 402-8904 from the
U.S. or (678) 809-1029 from outside the U.S. and entering conference
code 3625042. Supporting materials, as well as a link to an audio
webcast of the conference call, will be available at http://nsit.client.shareholder.com/index.cfm.
A replay of the conference call will be available for a limited time
beginning approximately one hour after completion of the conference call
and can be accessed via the Insight website at http://nsit.client.shareholder.com/index.cfm.
Forward Looking Statements
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute
“forward-looking statements.” Forward-looking statements can usually be
identified by the use of words such as “aim,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,”
“intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,”
“potential,” “project,” “should,” “will” and other expressions which
indicate future events or trends.
These forward-looking statements are based upon certain expectations and
assumptions and are subject to risks and uncertainties. Actual results
could differ materially from those anticipated as a result of various
factors, including the following: Datalink’s shareholders may not
approve the transaction; conditions to the closing of the transaction,
including receipt of required regulatory approvals, may not be
satisfied; the transaction may involve unexpected costs, liabilities or
delays; the parties may be unable to achieve expected synergies and
operating efficiencies in the merger within the expected time frames or
at all and to successfully integrate Datalink’s operations into those of
Insight; such integration may be more difficult, time consuming or
costly than expected; revenues following the transaction may be lower
than expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be
greater than expected following the transaction; uncertainties
surrounding the transaction; the outcome of any legal proceedings
related to the transaction; Datalink and/or Insight may be adversely
affected by other economic, business, and/or competitive factors; risks
that the pending transaction disrupts current plans and operations; the
retention of key employees of Datalink; other risks to consummation of
the transaction, including circumstances that could give rise to the
termination of the merger agreement and the risk that the transaction
will not be consummated within the expected time period or at all; and
the other risks described from time to time in Datalink’s and Insight’s
reports filed with the Securities and Exchange Commission (the “SEC”)
under the heading “Risk Factors,” including each company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2015, subsequent
Quarterly Reports on Form 10-Q and in other of Datalink’s and Insight’s
filings with the SEC.
All forward-looking statements are qualified by, and should be
considered in conjunction with, such cautionary statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which such statements
were made. Except as required by applicable law, neither Insight nor
Datalink undertakes any obligation to update forward-looking statements
to reflect events or circumstances arising after such date.
Additional Information and Where to Find It
In connection with the transaction, Datalink intends to file relevant
materials with the SEC, including a proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the SEC,
Datalink will mail the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the special meeting relating to the
transaction. Datalink shareholders are urged to carefully read these
materials (and any amendments or supplements) and any other relevant
documents that Datalink files with the SEC when they become available
because they will contain important information. The definitive
proxy statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by Datalink with the SEC, may
be obtained free of charge at the SEC’s website (http://www.sec.gov),
at Datalink’s investor website (http://www.datalink.com/Investor-Information),
or by writing or calling Datalink at Datalink Corporation, 10050
Crosstown Circle, Suite 500, Eden Prairie, Minnesota 55344 or by (952)
944-3462.
Participants in the Solicitation
Datalink and its directors and executive officers, and Insight and its
directors and officers, may be deemed to be participants in the
solicitation of proxies from Datalink’s stockholders with respect to the
transaction. Information about Datalink’s directors and executive
officers and their ownership of Datalink’s common stock is set forth in
Datalink’s proxy statement on Schedule 14A filed with the SEC on April
15, 2016. To the extent that holdings of Datalink’s securities have
changed since the amounts printed in Datalink’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information regarding the
identity of the participants in the proxy solicitation, and their direct
or indirect interests in the transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other materials
to be filed with SEC in connection with the transaction. Information
about the directors and executive officers of Insight is set forth in
the proxy statement for Insight’s 2016 Annual Meeting of Stockholders,
which was filed with the SEC on April 5, 2016.
About Datalink
Datalink is a complete IT services and solutions provider that helps
companies transform their technology, operations, and service delivery
to meet business challenges. Combining extensive experience, a full
lifecycle of services and a comprehensive approach to producing IT
innovations that empower positive business outcomes, Datalink delivers
success across cloud IT transformation, next generation technology, and
security. For more information, call 800.448.6314 or visit www.datalink.com.
About Insight
From business and government organizations to healthcare and educational
institutions, Insight empowers clients with "Intelligent Technology™"
solutions to realize their goals. As a Fortune 500-ranked global
provider of hardware, software, cloud and service solutions, our 5,700
teammates provide clients the guidance and expertise needed to select,
implement and manage complex technology solutions to drive business
outcomes. Through our world-class people, partnerships, services and
delivery solutions, we help businesses run smarter. Discover more at insight.com .
NSIT-M
Contacts
INVESTORS:
Insight Enterprises
Helen Johnson, 480-333-3234
or
MEDIA:
Insight
Enterprises
Amy Protexter, 480-409-6710
or
Sloane
& Company
Ariel Kouvaras, 212-446-1884
or
INVESTORS:
Datalink
Corporation
Greg Barnum, 952-279-4816
or
MEDIA:
Padilla
CRT
Matt Sullivan, 612-455-1709