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Filed by Avnet, Inc. (Commission File No. 1-4224)
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: Savoir Technology Group, Inc.
The press release set out below contains forward-looking statements with
respect to the financial condition, results of operations and business of Avnet,
Inc. You can find many of these statements by looking for phrases like "is
expected," "will make," "will add" or "will establish." These forward-looking
statements are subject to numerous assumptions, risks and uncertainties. Factors
that may cause actual results to differ materially from those contemplated by
the forward- looking statements include the following:
- Competitive pressures among distributors of electronic components and
computer products may increase significantly through industry
consolidation, entry of new competitors or otherwise.
- General economic or business conditions, domestic and foreign, may be
less favorable than we expected, resulting in lower sales than we
expected.
- Costs or difficulties related to the integration into Avnet of
newly-acquired businesses, and other businesses Avnet expects to
acquire, may be greater than we expected.
- Avnet may lose customers or suppliers as a result of the integration
into Avnet of newly acquired businesses.
- Legislative or regulatory changes may adversely affect the businesses
in which Avnet is engaged.
- Adverse changes may occur in the securities markets.
- Changes in interest rates and currency fluctuations may reduce profit
margins.
- Avnet may be adversely affected by the allocation of products by
suppliers.
Because forward-looking statements are subject to risks and uncertainties,
Avnet's actual results may differ materially from those expressed or implied by
them. We caution you not to place undue reliance on these statements, which
speak only as of the date of the press release
All subsequent written and oral forward-looking statements attributable to
Savoir and Avnet or any person acting on their behalf are expressly qualified in
their entirety by the cautionary
statements set forth above. Neither Savoir nor Avnet undertakes any obligation
to update publicly or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
Investors and security holders are advised to read the registration
statement and proxy statement/prospectus filed by Avnet with the SEC regarding
the combination of Avnet and Savoir, when it becomes available, because it will
contain important information. Additionally, a detailed list of names,
affiliations and interests of participants in the solicitation can be found in
the proxy statement/prospectus, when available. Investors and security holders
may obtain a free copy of the registration statement and 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.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY AVNET ON
MARCH 2, 2000
March 2, 2000 -- Avnet, Inc. Plans to Acquire Savoir Technology Group
Phoenix, AZ -- Roy Vallee, Chairman and CEO of Avnet, Inc. (NYSE:AVT),
announced today that Avnet has agreed to acquire Savoir Technology Group, Inc.
(Nasdaq:SVTG), the leading distributor of IBM mid-range server products in the
Americas.
Savoir Technology Group reported 1999 revenues of $767 million and employs
over 600 people in Canada, the United States and Mexico.
The transaction, which will be accounted for as a purchase, has an
indicated market value of approximately $140 million including the assumption of
net debt. Based upon the closing price for Avnet's common stock on March 1,
2000, the Savoir shareholders would receive .11996 shares of Avnet common stock
for each share of Savoir stock they own, subject to adjustment based upon the
average price of Avnet's stock during a fifteen-day period prior to closing.
The acquisition has been approved by the Boards of Directors of both
companies and is subject to approval by the shareholders of Savoir and
regulatory reviews. Officers and Directors of Savoir holding approximately 15%
of Savoir shares have executed irrevocable proxies to vote in favor of the
transaction. The transaction is expected to close in approximately three months.
Mr. Vallee said, "Avnet continues to make strategic acquisitions around the
globe that enhance the value that we provide to our customers and suppliers,
while enhancing shareholder value. We are very pleased to be acquiring Savoir,
whose market position will augment our own to create the largest mid-range
value-added distributor in the world, further strengthening our leading position
as a technology marketer and service provider."
Once the transaction is finalized, Savoir will be merged primarily into
Avnet's Computer Marketing Group (CMG), with a segment of the business to be
merged into the Avnet Applied
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Computing operating group. Savoir's main products include IBM AS/400, RS/6000,
S/390 and Netfinity servers.
"Adding Savoir to our team gives us significant opportunities to impact our
business strategically and increase CMG's sales globally to over $2.5 billion.
This acquisition will make us the number one IBM mid-range value-added
distributor in North America and around the world," said Andy Bryant, president
of Avnet's Computer Marketing Group. "Avnet and Savoir, as industry leaders,
provide key value-added services, including solutions integration, professional
services, technical and configuration support, financing, logistics, marketing
and a host of e-business initiatives. The combined companies' resources as well
as the expected synergies are exciting to consider."
Added Bryant, "Savoir has won IBM's Distributor Leadership Award five
consecutive times. This speaks to the quality organization they have developed.
This merger will truly establish Avnet as the leader in IBM mid-range computer
distribution."
"The Board of Directors and management team feel this is a tremendous
opportunity to join one of the most successful companies in our industry," said
Scott Munro, chairman and CEO of Savoir Technology Group. "Avnet will add real
financial capabilities to our ability to grow the business," Munro added. Joe
Mertens, President and COO of Savoir will be involved in the integration of the
two companies and will report to Rick Hamada, president of CMG's Hall-Mark
Global Solutions business unit, who reports to Andy Bryant.
Alliant Partners and Tucker Anthony Cleary Gull acted as financial advisors
to Savoir and Merrill Lynch served as financial advisor to Avnet during the
acquisition process.
Phoenix, Arizona-based Avnet, Inc. is one of the world's largest
distributors of semiconductors, interconnect, passive and electromechanical
components and computer products from leading manufacturers. Serving customers
in 60 countries, Avnet markets, inventories and adds value to these products and
provides world-class supply-chain management and engineering design services. A
Fortune 300 company, Avnet's sales for fiscal year 1999 (year ended July 2,
1999) were $6.35 billion, with a pro forma of over $10 billion, including
acquisitions closed during fiscal year 2000. The Company's web site is located
at www.avnet.com
Savoir Technology Group, Inc., headquartered in Campbell, Calif., is a
leading provider of mid-range servers, software, storage, services and other
high technology products to a large network of resellers, solution providers and
original equipment manufacturers. Savoir operates nine facilities in the United
States and Canada. Its web site is located at www.svtg.com.
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CONTACT: Avnet, Inc.
John Hovis, SVP Investor Relations
or Raymond Sadowski, SVP & CFO
Telephone (480) 643-7291
Fax (480) 643-7363
Internet: http://www.avnet.com
E-Mail: john.hovis@avnet.com
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