Brightpoint (CELL $8.86 +3.44) announced they have entered into a definitive agreement under which, subject to customary closing conditions, Ingram Micro will acquire all of the outstanding shares of BrightPoint common stock for $9.00 per share in cash, a 66 percent premium to BrightPoint's closing stock price on June 29, 2012, and a 35 percent premium to the 90-day average trading price. The transaction is valued at ~$840 mln, including the value of ~$190 mln of BrightPoint's estimated debt as of June 30, 2012.
Ingram Micro expects to fund the transaction with existing credit facilities and available cash balances. Ingram Micro has obtained a commitment for a $300 mln debt facility to be provided by Morgan Stanley Senior Funding, which would supplement its existing committed debt capacity. Ingram Micro expects to realize annual cost synergies and efficiencies in excess of $55 mln by 2014, and the transaction is expected to be accretive to earnings per share by at least 18 cents in 2013 and 35 cents in 2014, excluding one-time charges and integration costs. The transaction requires approval of a majority of BrightPoint's outstanding shares at a special meeting, which is expected to take place in the 2012 third quarter. The company currently expects total revenue in the second quarter of 2012 to be in the range of $1.25 billion to $1.35 billion versus the $1.404 billion Capital IQ consensus and loss from continuing operations (GAAP) per diluted share of approximately ($0.02) and adjusted income from continuing operations (non-GAAP) per diluted share of approximately $0.14 may not compare to $0.21 consensus. In addition, the Company expects total debt to be approximately $200 mln at the end of the second quarter of 2012 compared to $296 mln at March 31, 2012.






