UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 25, 2010 |
AVNET, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
| New York | 1-4224 | 11-1890605 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2211 South 47th Street, Phoenix, Arizona | 85034 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 480-643-2000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On May 25, 2010, Avnet announced that, through its wholly-owned indirect subsidiary Avnet EM Holdings (Japan) Godo Kaisha, it has launched a tender offer bid for all issued shares of Unidux, Inc. (Unidux), a publicly traded company (TSE: 9897) in Japan. Unidux is an electronics components distributor primarily serving Japanese original equipment manufacturers. The tender offer is expected to be completed by the end of July 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press Release, dated May 25, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVNET, INC. | ||||
| May 28, 2010 | By: |
/s/ Raymond Sadowski
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| Name: Raymond Sadowski | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release, dated May 25, 2010. |
Exhibit 99.1
Avnet, Inc. Announces a Tender Offer for Unidux, Inc.
Acquisition of electronic components distributor
Would significantly expand Avnet’s presence in Japan
Phoenix, Ariz., May 25, 2010 – Avnet, Inc. (NYSE:AVT) announced today that, through its wholly-owned indirect subsidiary Avnet EM Holdings (Japan) Godo Kaisha, it has launched a tender offer bid for all issued shares of Unidux, Inc. (Unidux), a publicly traded company (TSE: 9897), substantially expanding its presence and customer base in the Japanese market. Established in 1972, Unidux is an electronics components distributor primarily serving Japanese original equipment manufacturers. The tender offer is expected to be completed by the end of July 2010.
“This acquisition represents a major step in our strategy to expand our business in the strategic and sizeable Japan market,” commented Harley Feldberg, president, Avnet Electronics Marketing, Global. “The Unidux business will add complementary customers and suppliers while tripling Avnet Electronics Marketing business in Japan. The combination will also add the scale and scope necessary in country to enhance the value we deliver to our trading partners and achieve our desired financial performance.”
With operations in Japan, Hong Kong, the People’s Republic of China and ASEAN countries, Unidux distributes active and passive components from leading suppliers including Intel, Micron, OKI, Aptina and Littlefuse. With approximately 275 employees, Unidux provides sales, design, support and services to a wide range of OEM customers in Japan and their operations throughout the region. For calendar year 2009, Unidux generated revenue of approximately US$370 million.
“This acquisition brings us new suppliers and services, as well as many significant new customers such as Fujitsu, Panasonic, Sharp and Toshiba,” stated Tom McCartney, president and representative director, Avnet EM Holdings Japan, “thereby positioning us to accelerate profitable growth. By adding new suppliers and technologies, as well as the talented team from Unidux, we will also enhance our competitive position, take advantage of cross selling opportunities and provide global customer support.”
Completion of the tender offer requires 66.7% of shares to be tendered, and Avnet has already received commitments to accept the offer from Unidux and its shareholders representing 37.6% of the issued shares. The acquisition is expected to be immediately accretive to earnings and is expected to achieve Avnet’s return on capital goals within three years.
Forward Looking Statements
This press release contains certain “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based on management’s current expectations and are subject to
uncertainty and changes in facts and circumstances. The forward-looking statements herein include
statements addressing future financial and operating results of Avnet and may include words such as
“will,” “anticipate,” “expect,” believe,” and “should,” and other words and terms of similar
meaning in connection with any discussions of future operating or financial performance or business
prospects. Actual results may vary materially from the expectations contained in the
forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the Company’s ability to retain and grow market share and to generate additional cash flow, risks associated with any acquisition activities and the successful integration of acquired companies, any significant and unanticipated sales decline, changes in business conditions and the economy in general, changes in market demand and pricing pressures, any material changes in the allocation of product or product rebates by suppliers, allocations of products by suppliers, other competitive and/or regulatory factors affecting the businesses of Avnet generally.
More detailed information about these and other factors is set forth in Avnet’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K, Form 10-Q and Form 8-K. Avnet is under no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
About Unidux, Inc.
Unidux, Inc. (TSE: 9897) is engaged in the trading and distribution of electronic components,
catering mainly to Japanese manufacturers. Unidux supplies both active and passive components to
original equipment manufacturers and contract manufacturers in three major industries: information
technology, consumer electronics and telecommunications. Unidux currently represents over 500
principals and distributes components in more than 150 product groups, with operations in Japan,
Singapore, Malaysia, Indonesia, Thailand and the People’s Republic of China.
About Avnet Electronics Marketing
Avnet Electronics Marketing is an operating group of Phoenix-based Avnet, Inc. that serves
electronic original equipment manufacturers (EOEMs) and electronic manufacturing services (EMS)
providers in more than 70 countries, distributing electronic components from leading
manufacturers and providing associated design-chain and supply-chain services. The group’s Web
site is located at www.em.avnet.com.
About Avnet
Avnet, Inc. (NYSE:AVT) is one of the largest distributors of electronic components, computer
products and embedded technology serving customers in more than 70 countries worldwide. Avnet
accelerates its partners’ success by connecting the world’s leading technology suppliers with a
broad base of more than 100,000 customers by providing cost-effective, value-added services and
solutions. For the fiscal year ended June 27, 2009, Avnet generated revenue of US $16.23 billion.
For more information, visit www.avnet.com. (AVT—IR)
Visit Avnet’s Investor Relations Website at www.ir.avnet.com or contact us at investorrelations@avnet.com.
For more information, please contact:
Public Relations
Michelle Gorel, +1 480-643-7653
Vice President, Public Relations
michelle.gorel@avnet.com
Avnet Japan Co., Ltd
Bob Hackett, +81(0)3 5978 8294
Marketing & Communications Director
bob.hackett@avnet.com
Investor Relations
Vincent Keenan, +1 480-643-7053
Vice President, Investor Relations
Vincent.keenan@avnet.com