Management Board and Supervisory Board of COMPUTERLINKS AG recommend the shareholders to accept the takeover offer from Barclays Private Equity
- Joint reasoned opinion of Management Board and Supervisory Board published
- Fairness opinion considers the offer of EUR 15.50 as financially adequate
- Continuation of the current growth and expansion strategy planned, no changes regarding employment conditions
- Members of COMPUTERLINKS AG's Management Board and Supervisory Board intend to accept the offer with regard to their own shares and are looking forward to the future cooperation
- Acceptance period ends on 8 August 2008
- Financing of the expected transaction costs is based on offer price of EUR 15.50 and depends on reaching the minimum acceptance rate of 75 percent
The Management Board and the Supervisory Board of COMPUTERLINKS AG have thoroughly examined the offer document published on 4 July 2008 by CSS Computer Security Solutions Erwerbs GmbH - an acquisition company in which currently one fund (in the future several funds) managed by Barclays Private Equity Limited ("Barclays Private Equity") has an indirect stake - and today published a joint reasoned opinion in accordance with sec. 27 para. 1 Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG). The Management Board and the Supervisory Board consider the offer to be financially adequate, and recommend the shareholders of COMPUTERLINKS AG to accept the offer.
The offer price of Barclays Private Equity of EUR 15.50 in cash per COMPUTERLINKS share (a premium of 30.9% on the weighted average share price for the COMPUTERLINKS share over the last three months before the announcement of the offer) is, according to the fairness opinion of the mandated investment bank Lazard, adequate from a financial point of view.
Barclays Private Equity offers the perspective of long-term oriented growth, and thus builds upon the expansion strategy pursued by COMPUTERLINKS until today. According to Barclays Private Equity, the successful completion of the transaction will not lead to any changes regarding employment conditions of COMPUTERLINKS.
"Barclays Private Equity is the right partner to push ahead with our dynamic international growth. After having examined various strategic options, aside from the financial fairness of the offer, we are convinced by the fact that Barclays Private Equity is counting on every single employee in pursuing our course of growth," said Stephan Link, founder and CEO of COMPUTERLINKS AG.
The members of COMPUTERLINKS AG's Management Board and Supervisory Board intend to accept the offer with regard to their own shares and are looking forward to the future cooperation with Barclays.
With regard to the consequences of accepting the offer or not, the Management Board and the Supervisory Board of COMPUTERLINKS AG advise the shareholders to carefully read the offer document of Barclays Private Equity (available at www.css-angebot.de) and the reasoned opinion of the Management Board and the Supervisory Board of COMPUTERLINKS AG which has been published today and is available on the company's homepage (www.computerlinks.de).
The acceptance period for COMPUTERLINKS shareholders ends on 8 August 2008, midnight CEST. The financing of the expected transaction costs is based on an offer price of EUR 15.50 and depends on reaching the minimum acceptance rate of 75 percent (further details can be found in the offer document).
About the bidder / About Barclays Private Equity:
The bidder is an acquisition company in which currently one, and in the future several, funds managed by Barclays Private Equity Limited have an indirect stake. The bidding company was acquired for the purpose of carrying out this transaction, and primarily serves to hold and manage the COMPUTERLINKS shares which are to be purchased.
Barclays Private Equity, founded in Great Britain in 1979, is one of the leading private equity firms for medium-sized companies in Europe. In recent years, its current total of eight offices worldwide have invested equity capital with a total volume of over EUR 10 billion in around 400 transactions. On average, it purchases 15-20 companies each year with EUR 500-700 million of equity capital. Barclays Private Equity has been active in Germany since 1998, and its 10-strong team in the Munich office branch has already successfully concluded a multitude of company transactions.
With branch offices in 11 European countries as well as in North America, Australia and the United Arab Emirates, COMPUTERLINKS is one of the leading distributors for top international manufacturers in the information technology sector. In its business activities, COMPUTERLINKS functions as a link between manufacturers and resellers, and facilitates the successful distribution of sophisticated IT solutions from the e-Security und e-Business segments. It puts a particular focus on evaluating and marketing the latest hardware and software products which stand out in terms of innovation and quality and have the greatest chances of surviving on an IT market which is marked by an increase in security-related demands.