Black Box Corporation Obtains HSR Clearance to Acquire Norstan, Inc.PITTSBURGH Pittsburgh (pĭts`bərg), city (1990 pop. 369,879), seat of Allegheny co., SW Pa., at the confluence of the Allegheny and the Monongahela rivers, which there form the Ohio River; inc. 1816. -- Black Box Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BBOX) announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , with respect to its intended acquisition of Norstan, Inc. (NASDAQ:NRRD NRRD National Royal Rangers Department (international ministry) ), was granted on January January: see month. 4, 2005. On December 23, 2004, Black Box, through a wholly-owned subsidiary, commenced an all-cash tender offer for all of the outstanding shares of common stock and associated common stock purchase rights of Norstan. As previously reported, Black Box and Norstan have signed a definitive agreement for Black Box to acquire all of the outstanding shares of Norstan common stock for $5.60 per share in cash. The transaction will have an enterprise value of approximately $95 million based upon approximately 13.8 million outstanding shares of Norstan common stock, the net payment for cancellation of outstanding options and warrants, and the assumption of approximately $12.4 million in debt, net of cash, as of October 30, 2004. Black Box's tender offer is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent various conditions, including the condition that not less than a majority of Norstan's outstanding shares of common stock on a fully-diluted basis are validly tendered and not withdrawn. The tender offer and withdrawal rights are scheduled to expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on January 24, 2005, unless extended. The complete terms and conditions of the offer are set forth in the Offer to Purchase, copies of which are available by contacting the information agent, Georgeson Shareholder Communications, Inc., toll-free at (877) 868-4997. All of the executive officers and directors of Norstan, owning approximately 5% of the outstanding shares of common stock of Norstan, have entered into an agreement with Black Box in which they have agreed to tender their shares. Additional Information Norstan's shareholders are encouraged to read the relevant tender offer documents (including the Offer to Purchase, Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , Solicitation/Recommendation Statement of Norstan, and other documents) that were filed with the SEC on December 23, 2004, because they contain important information that Norstan's shareholders should consider before tendering their shares. These documents are available free of charge on the SEC's web site, www.sec.gov, and are also available free of charge by contacting the information agent, Georgeson Shareholder Communications, Inc., toll-free at (877) 868-4997. The statement in this release regarding the scheduled expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of Black Box's tender offer for the shares of common stock of Norstan is a forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Forward-looking statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, in the case of the scheduled expiration date of the tender offer, the failure of the tender offer conditions to be met on or before the scheduled expiration date of the offer. In addition, if the percentage of Norstan's outstanding shares of common stock on a fully-diluted basis that are validly tendered and not withdrawn as of the scheduled expiration date is less than 90%, Black Box has the right to extend the offer for up to twenty business days even if all of the other conditions of the tender offer are met as of that date. Further explanation of the terms and conditions of the tender offer is set forth in the Offer to Purchase and related documents. About Black Box Black Box (NASDAQ:BBOX) is the world's largest technical services company dedicated to designing, building, and maintaining today's complicated network infrastructure systems. Black Box services 150,000 clients in 141 countries with 117 offices throughout the world. To learn more, visit the Black Box website at www.blackbox.com. Black Box and the double diamond logo are registered trademarks of BB Technologies, Inc. About Norstan Norstan (NASDAQ:NRRD) is a full-service communications solutions company that delivers voice and data technologies and services and remanufactured equipment to corporate end-users and public sector companies. Norstan offers a full range of integrated technologies for converged solutions, customer contact solutions, and ProtecNet(R) Life Cycle services. The company has offices located throughout the U.S. and Canada. To learn more, visit the Norstan website at www.norstan.com. Norstan and ProtecNet are registered trademarks of Norstan, Inc. |
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