Black Box to Acquire Norstan; Norstan Represents Approximately $200 Million of Historical Annualized Voice Services Revenue.PITTSBURGH & MINNEAPOLIS -- 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) and Norstan, Inc. (NASDAQ:NRRD NRRD National Royal Rangers Department (international ministry) ) announced today that they 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 common shares outstanding, 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. Under the terms of the definitive agreement, a wholly-owned subsidiary of Black Box will commence a cash tender offer to acquire all of Norstan's outstanding common shares. Upon completion of the offer, Black Box will effect a merger between this subsidiary and Norstan in which the remaining Norstan shareholders will receive $5.60 per share in cash. Following the merger, Norstan will become a wholly-owned subsidiary of Black Box. All of the executive officers and directors of Norstan, owning approximately 5% of the outstanding common shares of Norstan, have entered into an agreement with Black Box in which they have agreed to tender their shares. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transaction is subject to certain conditions, including the valid tender of at least a majority of the fully-diluted common shares of Norstan in the tender offer and the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the Hart-Scott-Rodino waiting period. It is anticipated that the acquisition will be completed during Black Box's fourth fiscal quarter ending March 31, 2005. Following the acquisition, Norstan will become a fully-integrated operating unit operating unit A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon of Black Box led by Scott G. Christian, Norstan's current President and Chief Executive Officer. Commenting on the transaction, Fred C. Young, Black Box's Chief Executive Officer, said: "We are very excited about Norstan becoming part of the Black Box family. Norstan's dedicated employees, broad customer base and new product and service lines have tremendous strategic potential. Norstan will immediately expand our operational footprint The amount of geographic space covered by an object. A computer footprint is the desk or floor surface it occupies. A satellite's footprint is the earth area covered by its downlink. See form factor. 1. ; provide additional marketing opportunities via cross-selling; and, most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent" above all, most especially , provide our collective customers a stronger worldwide technical services partner." Mr. Young continued, "From a financial standpoint The Standpoint is a newspaper published in the British Virgin Islands. It was originally published under the name Pennysaver, largely as a shopping-coupon promotional newspaper, but since emerged as one of the most influential sources of journalism in the , over the next couple of years, our goal is for Norstan's revenue, profit and cashflow contributions to be similar to those of Black Box's existing Voice Services operation." "We believe that our customers and employees will benefit from this transaction," said Scott G. Christian, Norstan's President and Chief Executive Officer. "As we become strategically integrated with Black Box, our customers can rely on us for even more high quality services. Black Box provides strong financial resources, supported by a stronger balance sheet, better cash flows and a much better capital structure to strategically grow." Paul Baszucki, Chairman of the Board of Directors at Norstan, added: "The Norstan team is to be congratulated for building an industry-leading organization. The Norstan Board of Directors determined that a good future path was a merger with a larger company that provides additional opportunities for Norstan. Black Box is just such a company. The Board, working with its financial advisors KeyBanc Capital Markets, has determined that the merger with Black Box is in the best interests of Norstan, its shareholders and other stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. ." Black Box and Norstan will conduct a conference call beginning at 5:00 Eastern Standard Time/4:00 Central Standard Time today, December 20, 2004. To participate in the call, please dial (877) 888-3490 approximately 15 minutes prior to the starting time Noun 1. starting time - the time at which something is supposed to begin; "they got an early start"; "she knew from the get-go that he was the man for her" commencement, get-go, offset, outset, showtime, start, kickoff, beginning, first . You may also access the live conference call via the Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the at www.norstan.com. NOTICE TO INVESTORS This announcement is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell securities. The tender offer for the outstanding shares of Norstan common stock described in this announcement has not commenced. At the time the offer is commenced, Black Box's wholly-owned subsidiary will file a tender offer statement with the Securities and Exchange Commission (SEC), and Norstan will file a solicitation and recommendation statement with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Norstan's security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's web site (www.sec.gov) and on Norstan's web site (www.norstan.com). Any forward-looking statements 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. contained in this release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. 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 include the failure of the tender offer conditions to be met or to be met in a timely fashion, changes in market conditions, changes in the competitive landscape in the industry in which Norstan operates and the failure to successfully integrate Norstan into Black Box. Further explanation of such risks and uncertainties is available in each company's most recent Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other documents filed with the Securities and Exchange Commission. Any information which is not historical in nature constitutes such forward-looking statements and speaks only as of the date of this release. About Black Box Corporation Black Box 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, Inc. (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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