Friday, December 23, 2005
Black Box Corporation Announces Letter of Intent to Acquire USA and Canadian Commercial and USA Government Operations of NextiraOne, LLC
Targeted operations represent approximately $250 million to $275 million of projected annualized voice services revenues
PITTSBURGH, PENNSYLVANIA, December 22, 2005 -- Black Box Corporation (NASDAQ:BBOX) today announced the signing on December 21, 2005 of a non-binding letter of intent to acquire the USA and Canadian Commercial and USA Government Operations of NextiraOne, LLC, a company owned by Platinum Equity, LLC. These operations service commercial and various government agency accounts and represent approximately $250 million to $275 million of projected annualized voice services revenues.
Fred C. Young, Black Box Corporation’s Chief Executive Officer, said, “We are very excited about the strategic potential of this proposed acquisition. NextiraOne has significant revenues with a large installed base of many high quality clients. Relative to the NextiraOne Team, they have valuable industry expertise that we will look to leverage. Through our combined expertise, we have the opportunity to further enhance Black Box’s industry leading technical services from both a quality of design and deployment perspective and an operating efficiency perspective.”
Mr. Young continued, “From a financial standpoint, over the next couple of years, our goal would be for NextiraOne’s revenue, profit and cash flow contributions to be consistent with Black Box’s existing business model.”
NextiraOne USA and Canadian Commercial Operations Chief Executive Officer Dale A. Booth said, “Our customers and employees would see immediate benefits from an acquisition by Black Box. Black Box is an industry leader in data, voice and hotline services, and its broad range of capabilities will enhance our ability to offer full life-cycle support for our clients. Our combined base of clients would have access to an unprecedented set of product solutions and service offerings that would help them build, operate and maintain efficient, reliable and secure networks.”
NextiraOne USA Government Operations President Stephen L. Snyder said, “This transaction would greatly enhance our position as a systems integrator for all government customers. Together our combined capabilities would make Black Box a premier voice services provider for the Federal Government.”
As part of this combination, Black Box will continue to fully support installed and new voice technology requirements for all NextiraOne clients. Black Box will also continue to be a Strategic Authorized National Nortel Elite Business Partner for all of Nortel’s products and services throughout the USA and Canada.
The letter of intent provides for an exclusivity period during which NextiraOne will work solely with Black Box regarding the sale of the NextiraOne business units. Additional terms were not disclosed pending completion of Black Box’s due diligence and the negotiation and execution of a definitive purchase agreement. Upon reaching a definitive agreement, the transaction would be expected to close in March 2006.
The parties are not subject to any legally binding obligation to consummate the transaction and no such obligation will exist until they have negotiated and signed a definitive purchase agreement. The acquisition is further dependent upon the satisfactory completion of Black Box's due diligence investigation, board approval, financing, regulatory approval and other customary closing conditions. There is no assurance that a definitive purchase agreement will be entered into or, if such agreement is entered into, that the other conditions will be met and that the transaction will close.
Statements in this release that are not purely historical 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, including, without limitation, statements regarding the company's expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements in this release include, without limitation, statements regarding: (1) completion of satisfactory due diligence, (2) signing of a purchase agreement, (3) satisfaction of other closing conditions, including financing, and closing of the transaction and (4) revenue, profitability and cash flow. Factors that could cause actual results or events to differ materially from the forward looking statements include risks and uncertainties such as unsatisfactory due diligence results, the inability to agree upon the terms and conditions of a definitive purchase agreement, the expiration of the exclusivity period, the failure to satisfy other closing conditions, the failure to develop or execute a successful integration plan regarding the acquired operations’ customers, suppliers and employees and other risks indicated in our filings with the Securities and Exchange Commission. It is important to note that actual outcomes could differ materially from those in such forward-looking statements. Readers should also refer to the documents filed by Black Box with the Securities and Exchange Commission, specifically the annual report filed on Form 10-K for the year ended March 31, 2005, which identify important risk factors.
About Black Box
Black Box is the world's largest technical services company dedicated to designing, building and maintaining today's complicated data and voice infrastructure systems. Black Box services 152,000 clients in 141 countries with 140 offices throughout the world. To learn more, visit the Black Box website at www.blackbox.com.
Black Box and the Double Diamond logo are registered trademarks of BB Technologies, Inc.
NextiraOne North America is a leading provider of integrated enterprise network, IP telephony, voice and data solutions and services that enable effective business communications. The company’s expertise ranges from planning to the implementation, support and management of traditional, IP and converged voice and data communications networks. For more information, please visit www.nextiraone.com.
Black Box Corporation