UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 2020
TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
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Florida | | 0-14625 | | 59-1578329 |
(State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
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5350 Tech Data Drive |
Clearwater, Florida , 33760 |
(Address of principal executive offices) |
727-539-7429
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol | | Name of each exchange which registered |
Common stock, par value $.0015 per share | | TECD | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Tech Data Corporation (the “Company”) previously announced its entry into that certain Agreement and Plan of Merger with Tiger Midco, LLC and Tiger Merger Sub Co., dated as of November 12, 2019, as amended on November 27, 2019 by Amendment No. 1 to the Agreement and Plan of Merger (as further amended or modified from time to time, the “Merger Agreement”). The Board of Directors of the Company has determined that the close of business on January 9, 2020 will be the record date for the determination of shareholders entitled to receive notice of and vote at the special meeting of the Company’s shareholders to consider and vote, among other things, on a proposal to approve and adopt the Merger Agreement (the “Special Meeting”). The Board of Directors of the Company has also determined that the Special Meeting will be held at the Raymund Center, 5350 Tech Data Drive, Clearwater, Florida 33760 on February 12, 2020 at 10:00 a.m., Eastern Time.
Additional Information and Where to Find It
In connection with the proposed merger contemplated by the Merger Agreement (the “Merger”), the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement of the Company (the “Preliminary Proxy Statement”) on December 12, 2019. The Company plans to mail to its shareholders the definitive proxy statement of the Company (the “Definitive Proxy Statement”) in connection with the Merger. The Company urges its shareholders to read the Definitive Proxy Statement and other materials filed or to be filed as they become available because they will contain important information regarding the proposed Merger. You may obtain a free copy of the Definitive Proxy Statement and other related documents filed by the Company with the SEC as they become available at the SEC’s website at www.sec.gov. You also may obtain a copy of the Definitive Proxy Statement and other documents relating to the Merger filed by the Company with the SEC as they become available for free by accessing the Company’s website at www.techdata.com via the “SEC Filings” page, by clicking on the link for “About”, and then clicking on the link for “Investor Relations” and selecting “Financials”.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the Merger, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Preliminary Proxy Statement described above filed with the SEC and will be included in the Definitive Proxy Statement to be filed with the SEC. You may find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 25, 2019. You can obtain free copies of these documents from the Company using the contact information above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautions Regarding Forward Looking Statements
This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will,” and other similar words or expressions.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risks and uncertainties related to the proposed transactions include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure of the parties to satisfy conditions to completion of the proposed merger, including the failure of the Company’s shareholders to approve the Merger or the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated; and the risks, uncertainties, and other factors detailed from time to time in the Definitive Proxy Statement and in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with the SEC.
Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Tech Data Corporation |
| | (Registrant) |
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Date: January 6, 2020 | | /s/ Charles V. Dannewitz |
| | Charles V. Dannewitz Executive Vice President, & Chief Financial Officer |
