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Filed by Avnet, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Kent Electronics Corporation
Commission File No. 0-14643
Following is a joint press release issued by Avnet, Inc. and Kent
Electronics Corporation, relating to a proposed transaction whereby a
wholly-owned subsidiary of Avnet would merge with and into Kent, and Kent would
become a wholly-owned subsidiary of Avnet:
# # #
March 22, 2001 -- Avnet To Acquire Kent Electronics In Stock Transaction
o Acquisition Fits Avnet's Strategy of Increased Product Focus and
Specialization
o Kent Shareholders to Receive 0.87 of a Share of Avnet for each Kent
Share
o Both Companies Comment on Outlook for March 2001 Fiscal Quarters
Phoenix, AZ/Houston, TX -- Avnet, Inc. (NYSE:AVT) and Kent Electronics
Corporation (NYSE:KNT) announced that they have reached a definitive agreement
for Avnet to acquire Kent in a stock-for-stock merger transaction valued today
at approximately $550 million, including approximately $50 million of cash
currently on the books of Kent in excess of debt assumed. Under the terms of the
agreement, Kent shareholders will receive 0.87 of a share of Avnet for each
share of Kent on a tax-free basis. The merger has been approved by the boards of
directors of both companies and is subject to the approval of the shareholders
of both companies as well as customary regulatory approvals. The transaction is
expected to be accounted for as a pooling-of-interests and to be completed
within the next 90 days.
Avnet, Inc. is one of the world's largest distributors of electronic components,
computer products and imbedded systems from leading manufacturers. Kent, with
sales of approximately $1 billion, is a recognized leader in the electronics
distribution industry in North America. Kent has two operating groups, Kent
Components which focuses on specialty distribution of interconnect, passive and
electromechanical components and Kent Datacomm which is an enterprise solution
network integrator.
Roy Vallee, Avnet's chairman and chief executive officer said, "We have long
admired Kent's talented employees and their ability to profitably build its
market share in the distribution of interconnect, passive and electromechanical
(IP&E) components. By combining Kent's electronic components operation, which
has annualized sales of over $500 million, with Avnet's Electronics Marketing
(EM) group's domestic IP&E business, we will create the largest specialty
components distributor of its kind in North America. This new $1.6 billion
division will be highly-focused and able to provide IP&E products and
value-added services to a broad North American customer base. Larry Olson,
Kent's current president and chief executive officer will be president of this
new division, reporting to Steve Church, co-president of Avnet EM. The division
will be headquartered in Phoenix."
Mr. Vallee went on to note that Kent Datacomm, Kent's network integration
equipment and services operation, will remain in Houston and become a new
division within Avnet's Computer Marketing Group (CM). CM is comprised of
divisions focused on specific suppliers, enterprise solutions and integrated
services. "Following the Kent acquisition, Avnet Computer Marketing is expected
to have annualized revenues in excess of $3 billion, of which more than 80%
should be derived from sales of six strategic supplier partnerships: Compaq,
EMC, Hewlett-Packard, IBM, Oracle and now as a result of the acquisition, Cisco.
Mark Zerbe will continue as division president and report to Avnet Computer
Marketing's president, Andy Bryant."
Mr. Vallee continued, "The Kent acquisition is part of Avnet's strategic plan to
accelerate its earnings growth rate through increased product focus and
specialization on a global basis. Upon the completion of this transaction and
considering the recent organizational changes in Avnet's $4 billion European
operations, Avnet expects that, beginning July 1, 2001, more than two-thirds of
its annualized revenues could be derived from its specialized products and
services divisions."
The transaction is expected to be slightly dilutive to earnings per share for
the first one or two full quarters of combined operations and it is anticipated
that the resulting synergies, operating leverage and financial benefits of the
Kent acquisition will make it accretive thereafter. The Kent transaction
strengthens Avnet's financial position by contributing strong earnings and
operating cash flow which, coupled with Kent's strong balance sheet, will result
in a favorable improvement in Avnet's debt to capital ratio and other credit
statistics.
Morrie Abramson, Kent's chairman and co-founder said, "I believe that Avnet will
be an excellent partner for Kent, supporting the growth that we have achieved to
date and enabling us to increase customer penetration through Avnet's global
organization, broad range of product offerings, and supply chain management
capabilities. Equally important, we are confident that our corporate cultures
are compatible."
Larry Olson, Kent's president and chief executive officer noted, "In merging
with Avnet, we believe we are ensuring the continued growth of Kent's two core
businesses as well as providing an exceptional platform to address the
globalization of our industry. The cross-selling opportunities for both
specialty components and network integration are substantial, and Kent's
expertise fits perfectly with Avnet's specialization strategy."
Current Quarter Guidance
With their fiscal quarters close to completion, and within the context of the
well-documented downturn in the electronics industry, Avnet and Kent are
commenting on their outlooks for the periods ending March 30, 2001 and March 31,
2001, respectively.
Avnet expects revenues for its third fiscal quarter ending March 30, 2001 to
approximate $3.2 billion, an increase of 19% from last year's third quarter, but
a sequential decline of about 6% from second quarter fiscal 2001 levels. A sharp
decline in demand for electronic components in North America and Asia and
somewhat weaker computer product sales penalized sequential revenue growth.
Earnings per diluted share for the fiscal 2001 third quarter are now likely to
be in the range of $0.60 to $0.65, compared with $0.56 in the fiscal 2000 third
quarter, and $0.78 in the fiscal 2001 second quarter. Avnet will release its
fiscal 2001 third quarter results on or about April 26, 2001 and will provide
guidance with respect to the fiscal 2001 fourth quarter at that time.
Kent Electronics expects revenues for its fiscal 2001 fourth quarter ending
March 31, 2001 to be within the range of $230 million to $240 million. This
represents a 4% - 8% increase over the comparable year-ago quarter and is
basically flat on a sequential basis. As anticipated, Kent's network integration
business should post a double-digit sequential revenue increase over fiscal 2001
third quarter levels; however, company-wide fiscal fourth quarter revenues and
earnings are expected to be penalized by reduced demand for specialty electronic
components. Therefore, based on currently available information, Kent is likely
to report fiscal 2001 fourth quarter earnings per diluted share of $0.30 to
$0.33, comparable to the prior quarter, but below current First Call analyst
consensus estimates of $0.35.
In summary, Mr. Vallee noted, "The Kent acquisition represents both important
strategic and financial benefits for Avnet. We believe it will accelerate our
ability to build a specialist IP&E business in North America, enter the
high-growth network integration market, enable us to further leverage our
infrastructure, and enhance our Company's financial flexibility."
Conference Call/Webcast Scheduled
A conference call detailing the announcement has been scheduled for 1:00 PM EST
(12:00 Noon CST/11:00 AM MST/10:00 AM PST). Please dial (719) 457-2604 to listen
to the call. In addition, a live internet broadcast will be available via
Avnet's web site at http://www.avnet.com/ on the Investor Relations home page
under Calendar of Events. The confirmation number is 525756. A replay will be
available approximately 2-3 hours after the call ends until Friday, March 30,
2001. To access the replay, please dial (719) 457-0820, confirmation number
525756.
Forward-Looking Statements
This press release contains certain "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. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future financial and operating results of
Avnet and Kent, and the timing, benefits and other aspects of the proposed
merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for the
transaction; failure of the shareholders of Avnet or Kent to approve the merger;
the risk that the businesses of Avnet and Kent will not be integrated
successfully; failure to obtain and retain expected synergies; and other
economic, business, competitive and/or regulatory factors affecting the
businesses of Avnet and Kent generally.
More detailed information about these factors is set forth in Avnet's and Kent's
filings with the Securities and Exchange Commission, including each of their
Annual Reports on Form 10-K for fiscal 2000 and their most recent quarterly
reports on Form 10-Q. Avnet and Kent are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional Information
In connection with their proposed merger, Avnet and Kent will file a joint proxy
statement/prospectus with the Securities and Exchange Commission. Investors and
security holders are advised to read the joint proxy statement/prospectus when
it becomes available, because it will contain important information. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by Avnet and
Kent at the Securities and Exchange Commission's web site at www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
for free from Avnet or from Kent by directing such request to Avnet, Inc.,
Investor Relations Department, 2211 South 47th Street, Phoenix, AZ 85034,
Telephone: (480) 643-7291; or to Kent Electronics Corporation, Shareholder
Relations, 1111 Gillingham Lane, Sugar Land, TX 77478, Telephone (281) 243-4000.
Houston, Texas-based Kent Electronics is among the largest publicly traded
specialty electronics distributors and network integrators. Kent Components
provides distribution and value-added services with a focus on interconnect,
passive and electromechanical components. Kent Datacomm provides complete
end-to-end networking solutions, including design, consulting, source selection,
product configuration and installation, and warranty and technical support.
Kent's Web site is located at www.kentelectronics.com.
Phoenix, Arizona-based Avnet, Inc., a Fortune 500 company with annual sales
exceeding $11.7 billion, is one of the world's largest distributors of
semiconductors, interconnect, passive and electromechanical components, computer
products and enterprise solutions and embedded systems from leading
manufacturers. Serving customers in 63 countries, Avnet markets, inventories and
adds value to these products and provides world-class supply-chain management
and engineering services. Avnet's Web site is located at www.avnet.com.
For further information, please contact:
CONTACT: Avnet, Inc. John Hovis - SVP Investor Relations - (480) 643-7053
Al Maag - Chief Communications Officer - (480) 643-7719
Kent Electronics Stephen J. Chapko - EVP & CFO - (281) 243-4000
Morgen-Walke Associates - (212) 850-5600
Robert P. Jones or Theresa Vogt
Media: Brian Maddox or Anne Marie Gaschler
# # #
Avnet and its directors and executive officers may be deemed to be
participants in a solicitation of proxies from Avnet shareholders relating to
the proposed transaction. Collectively, as of February 27, 2001, the directors
and executive officers of Avnet beneficially owned approximately 2.3% of the
outstanding shares of Avnet common stock.
Kent and its directors and executive officers may be deemed to be
participants in a solicitation of proxies from Kent shareholders relating to the
proposed transaction. Collectively, as of March 21, 2001, the directors and
executive officers of Kent beneficially owned approximately 5.8% of the
outstanding shares of Kent common stock.
In addition, a number of Kent executive officers and directors have
interests in the merger that are, or may be, different from the interests of
other Kent shareholders. They include the following:
o Morrie K. Abramson, the Chairman of the Board and co-founder of Kent,
has a consulting agreement with Kent which provides that upon its
termination, he will become entitled to receive $250,000 per year,
subject to future cost of living adjustments, which will be payable
until the last to occur of fifteen years, his death or the death of
his wife. This agreement will be terminated in connection with the
merger, and in accordance with its terms, Kent will pay Mr. Abramson a
lump sum payment estimated at $29,000,000 in settlement of the above
payments and a change in control payment provided for in the
agreement. Mr. Abramson will also receive additional payments to the
extent necessary to hold him harmless from the effects of any federal
excise taxes imposed on "golden parachute payments."
o The merger will be a change in control of Kent as defined in the
severance agreements it has with six other executive officers, under
which agreements they will have the right to receive substantial cash
payments equal to one or two times their highest recent annual cash
compensation, and all their unvested employee stock options will
immediately vest, if their employment is terminated for any reason,
with or without cause.
o Avnet has entered into two-year employment agreements, effective as of
the effective time of the merger, with Larry D. Olson, Kent's chief
executive officer and President, and Mark A. Zerbe, an executive vice
president of Kent, which agreements provide for annual salary and
incentive compensation aggregating not less than $600,000 for Mr.
Olson and $425,000 for Mr. Zerbe.
o Upon completion of the merger, Avnet will assume Kent's obligations
under Kent's employee and director stock option plans, so that the
outstanding Kent options will become options to purchase Avnet shares
in a number and at an exercise price adjusted to reflect the exchange
ratio for the merger.
o Avnet has agreed to indemnify Kent's past and present directors and
officers to the fullest extent permitted by Texas law for serving in
their capacities as such, and has agreed to maintain their directors'
and officers' liability insurance coverage for six years following the
merger.
Avnetand Kent securityholders are advised to read the registration
statement and joint proxy statement/prospectus to be filed by Avnet with the SEC
regarding the proposed transaction, when it becomes available, because it will
contain important information. Avnet and Kent securityholders may obtain a free
copy of the registration statement and joint proxy statement/prospectus, when
available, and other documents filed by Avnet at the SEC's web site at
www.sec.gov, or by requesting such information from Avnet, Inc., 2211 South 47th
Street, Phoenix, Arizona 85034 (tel: 480-643-2000), Attention: Raymond Sadowski,
Chief Financial Officer.