ScanSource, Inc. Announces Definitive Agreement to Acquire Brazil’s Leading AIDC/POS Distributor, CDC Brasil
08 4월 2011 - 9:05PM
Business Wire
ScanSource, Inc. (NASDAQ: SCSC), the leading international
value-added distributor of specialty technology products, through
its wholly-owned subsidiary, ScanSource do Brasil Participações
LTDA, has entered into a definitive purchase agreement with CDC
Brasil, S.A., Brazil’s leading distributor of AIDC and
point-of-sale solutions. CDC Brasil is a value-added distributor
that sells only to resellers and offers many of the same
industry-leading products that ScanSource, Inc. provides.
The experienced Brazilian management team of CDC Brasil will
remain in place, becoming management of ScanSource do Brasil. This
management team, which founded the company in 2003, has more than
55 years of industry experience and has grown CDC Brasil to be the
leading distributor in Brazil. Current CDC Brasil president,
Alexandre Conde, will be named president of ScanSource Brasil and
will report to Elias Botbol, president of ScanSource Latin
America.
“The Brazilian market represents a great opportunity for
ScanSource. Because of Brazil’s unique business climate and high
growth potential in our industry, we felt it was important for
ScanSource to have an in-country presence,” said Mike Baur, CEO,
ScanSource, Inc. “CDC Brasil is a perfect fit for ScanSource. They
are extremely well respected by their customers and vendors, have a
management culture similar to ours and are a very profitable
company with great growth potential. We look forward to having
Alexandre Conde and his team as part of the ScanSource, Inc.
family.”
In less than eight years, CDC Brasil has grown revenue to
approximately R$246,186,000 (approx. $140,400,000). CDC Brasil has
more than 30 vendor partners, including Bematech, Honeywell, HP,
Motorola and Zebra. The company employs approximately 200 people.
Like ScanSource, CDC Brasil is committed to providing value-added
services to its reseller partners, including technical support,
financing, training and sales support.
“Brazil has been the missing piece in our Latin America strategy
and to complete that puzzle with CDC Brasil is very exciting for
us. In-country representation allows us to more easily scale, as
well as manage complicated import processes, tax structures, and IT
system requirements. With Brazil, we will now have full Latin
America coverage,” said Botbol. “We have known Alexandre and
members of his team for many years. They are by far the most
successful POS and barcoding distributor in Brazil, which is a
testament to their management team and employees and their
commitment to two-tier distribution.”
“CDC Brasil has realized significant growth in the AIDC/POS
market and, through this acquisition by ScanSource, Inc., we see
opportunity for increased investment on behalf of our customers and
vendor partners, as well as continued growth and expansion,” added
Conde. “I have great respect for the ScanSource team and I am
looking forward to leading ScanSource Brasil into a very bright
future.”
The transaction is structured as an all cash share purchase with
an initial cash payment and annual earn-out through June 30, 2015.
Under the terms of the Agreement, ScanSource will make an initial
purchase price payment of R$57,300,000 (approx. $35, 400,000) and
assume working capital debt at closing. As of March 31, 2011, CDC’s
debt, net of cash, was R$1,900,000 (approx. $1,200,000). The
remaining purchase price paid in annual cash installments will be
based upon the annual financial performance of CDC Brasil during
the earn-out period. The potential total purchase consideration of
the business without assuming any increase or decrease in earnings
is approximately R$103,000,000 (approx. $63,600,000). ScanSource is
in the process of determining the purchase accounting of this
transaction and as such is not able to disclose other financial
metrics at this time. Nonetheless, ScanSource believes this
acquisition will be accretive to Net Income in fiscal year 2012.
The transaction is subject to standard closing conditions and
Brazilian regulatory approval. At closing, ScanSource do Brasil
Participações LTDA will own 100% of the shares.
CDC Brasil has offices in Sao Paulo, Curitiba and Recife. For
more information on ScanSource, Inc., please visit
http://www.scansourceinc.com.
Safe Harbor Statement
This press release contains comments that are “forward looking”
statements that involve risks and uncertainties; these statements
are subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995. Any number of important factors
could cause actual results to differ materially from anticipated
results, including, but not limited to, macroeconomic circumstances
that could impact our business, such as currency fluctuations or
change in capital and credit market conditions. For more
information concerning factors that could cause actual results to
differ from anticipated results, see the Company’s annual report on
Form 10-K for the year ended June 30, 2010 filed with the
Securities and Exchange Commission. You are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date of this press release. There can be no guarantee that
the proposed acquisition of CDC Brasil will close. We undertake no
obligation to make any revisions to the forward-looking statements
or to reflect events or circumstances after the date of this press
release.
About ScanSource, Inc.
ScanSource, Inc. (NASDAQ: SCSC) is the leading international
distributor of specialty technology products, consisting of seven
sales units in North America, Latin America and Europe.
ScanSource POS and Barcoding in North America, Latin America and
Europe delivers AIDC and POS solutions; Catalyst Telecom in the US,
and ScanSource Communications in North America and Europe, provide
voice, video and converged communications equipment; and ScanSource
Security in North America offers physical security solutions.
Founded in 1992, the company ranks #881 on the Fortune 1000. For
more information, call the toll-free sales telephone number at
800.944.2432 or visit www.scansourceinc.com.
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