Item 9.01.
|
Financial Statements and Exhibits
|
|
(a)
|
Financial Statements of Business to be Acquired
|
The audited combined balance
sheets of the Acquired Business as of July 2, 2016 and June 27, 2015, and the related audited combined statements of operations, comprehensive income, changes in net parent investment and cash flows for each of the years ended July 2,
2016, June 27, 2015 and June 28, 2014, and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
The unaudited condensed combined balance sheets of the Acquired Business as of October 1, 2016 and July 2, 2016, and the
related unaudited condensed combined statements of operations, comprehensive income and cash flows for each of the three-month periods ended October 1, 2016 and October 3, 2015, and the notes related thereto, are filed as Exhibit 99.2
hereto and incorporated by reference herein.
|
(b)
|
Pro Forma Financial Information
|
The unaudited pro forma condensed combined balance
sheet as of October 31, 2016, the unaudited pro forma condensed combined statement of income for the year ended January 31,
2
2016, and the unaudited pro forma condensed combined statement of income for the nine-month period ended October 31, 2016 and the notes related thereto are filed as Exhibit 99.3 hereto and
incorporated herein by reference.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
23.1
|
|
Consent of KPMG LLP.
|
|
|
99.1
|
|
The audited combined balance sheets of the Acquired Business as of July 2, 2016 and June 27, 2015, and the related audited combined statements of operations, comprehensive income, changes in net parent investment and cash flows
for each of the years ended July 2, 2016, June 27, 2015 and June 28, 2014 and the notes related thereto.
|
|
|
99.2
|
|
The unaudited condensed combined balance sheets of the Acquired Business as of October 1, 2016 and July 2, 2016, and the related unaudited condensed combined statements of operations, comprehensive income and cash flows for
each of the three-month periods ended October 1, 2016 and October 3, 2015 and the notes related thereto.
|
|
|
99.3
|
|
The unaudited pro forma condensed combined balance sheet as of October 31, 2016, the unaudited pro forma condensed combined statement of income for the year ended January 31, 2016, and the unaudited pro forma condensed combined
statement of income for the nine-month period ended October 31, 2016 and the notes related thereto.
|
|
|
99.4
|
|
The GAAP to non-GAAP reconciliation for Tech Data and the GAAP to non-GAAP reconciliation for the Acquired Business.
|
Cautionary Note Concerning
Forward-Looking
Statements
The foregoing descriptions may contain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements, including statements regarding Tech Datas plans, objectives, expectations and intentions relating to the closing of the proposed Acquisition, the proposed Acquisitions expected contribution to Tech
Datas results, financing and closing of the proposed Acquisition, the expected timing and benefits of the proposed Acquisition, Tech Datas and the Acquired Business financial results and estimates and/or business prospects, involve
a number of risks and uncertainties. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the proposed Acquisition and the operating environment, economies and markets in which Tech Data and
the Acquired Business operate and the beliefs and assumptions of our management. Words such as expects, anticipates, targets, goals, projects, intends, plans,
believes, seeks, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that include characterizations of future events
or circumstances, are forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions. Therefore, actual results may differ materially and adversely from those expressed in
any forward-looking statements.
3
Actual results or events could differ materially from those contemplated in the forward-looking
statements as a result of risks and uncertainties relating to our existing business (information regarding which is available as described in the following paragraph) and the proposed Acquisition and financing thereof, including the possibility that
certain assumptions with respect to the Acquired Business or the proposed Acquisition could prove to be inaccurate, and the potential failure to receive, delays in the receipt of, or unacceptable or burdensome conditions imposed in connection with,
all required regulatory approvals and the satisfaction of the closing conditions to the proposed Acquisition.
For additional information
with respect to risks and other factors which could occur, see Tech Datas Annual Report on Form 10-K for the year ended January 31, 2016, including Part I, Item 1A, Risk Factors therein, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other securities filings with the Securities and Exchange Commission (the SEC) that are available at the SECs website at www.sec.gov and other securities regulators. Readers are cautioned not to
place undue reliance upon any such forward-looking statements, which speak only as of the date made. Many of these factors are beyond Tech Datas control. Unless otherwise required by applicable securities laws, Tech Data disclaims any
intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Tech Data undertakes no duty to update any forward-looking statements contained herein to reflect actual
results or changes in Tech Datas expectations.
4