Exhibit 9.1
[Insight(R) Letterhead]
TRADED ON NASDAQ: NMS FOR IMMEDIATE RELEASE
SYMBOL: NSIT THURSDAY, APRIL 25, 2002
INSIGHT ENTERPRISES, INC. ACQUIRES COMARK, INC. -
NORTH AMERICA'S LARGEST PRIVATELY-HELD
TECHNOLOGY SOLUTIONS PROVIDER
TEMPE, ARIZONA - THURSDAY, APRIL 25, 2002 -- INSIGHT ENTERPRISES, INC. (NASDAQ:
NSIT) ("INSIGHT ENTERPRISES") today announced that it has acquired Comark, Inc.
("Comark"), a technology solutions provider with annual revenues of
approximately $1.5 billion. Insight Enterprises acquired privately owned Comark
for a total of approximately $150 million, paid $100 million in cash and
approximately $50 million in Insight Enterprises' stock (approximately 2.3
million shares). As a result of the acquisition, Insight Enterprises now
services small, medium and large enterprise business customers and increases its
presence in the public sector segments. Insight Enterprises is a holding company
with two operating units, Insight Direct Worldwide, Inc. and Direct Alliance
Corporation.
Founded in 1977 and headquartered in Bloomingdale, Illinois, Comark is one of
the nation's premier suppliers of brand name computers, peripherals, networking
products, storage products, software and accessories. Additionally, Comark
offers its customers a complete package of lifecycle management solutions and
professional services. These services include asset management, configuration
and advanced integration, network design and consulting, installations, moves,
adds and changes, network monitoring, system integration, enterprise consulting,
hardware maintenance and voice/video/data integration. Comark markets to
medium-to-large enterprises, educational customers, federal, state and local
government agencies, small businesses and certain corporate resellers. Its
principal customers are the medium-to-large enterprises.
The union of Insight Enterprises and Comark brings together two companies with
proven track records of profitability and growth. The combination of our highly
productive and efficient sales and marketing models, with Insight Enterprises
servicing the small- to medium-sized business and public sector segments and
Comark servicing medium-to-large enterprises and public sector segments, creates
an organization that can effectively and cost efficiently sell into all business
and public sector markets. Insight Enterprises' leading virtual inventory model
and associated breadth of product offering combined with the depth and quality
of the service offerings of Comark results in a dynamic organization that can
provide comprehensive and cost-effective integrated products and service
solutions across all business and public sector segments.
This consolidation of two major industry players provides Insight Enterprises
the opportunity to:
- Solidify its position as a leading information technology
provider;
- Enhance its existing customer base through strategically
located sales offices and access to larger enterprise
customers;
- Capitalize on an experienced direct sales force that is cost
effective in servicing the corporate and public sector
markets;
- Become the primary source for all information technology
products and related service needs of the small- to
medium-sized business;
-MORE-
Page 2
Insight Acquisition of Comark
April 25, 2002
- Expand its vast product offerings into the medium-to-large
enterprise business market;
- Leverage its capabilities to deliver custom IT solutions,
including complex systems integration and total project
management, to all markets;
- Increase its penetration into the public sector, particularly
federal government;
- Increase its buying power leverage with suppliers;
- Realize cost savings through economies of scale and
operational synergies;
- Benefit from a combination of the best virtual and physical
distribution capability in the industry; and
- Add to the experience and depth of its senior management team.
Comark had revenues of approximately $1.5 billion and earnings before income
taxes of approximately $41 million for the fiscal year ended December 31, 2001.
Book value of Comark as of closing is approximately $85.5 million. The
acquisition is expected to be accretive to Insight Enterprises' earnings per
share in its fiscal year 2002. However, this does not mean that earnings per
share for any future periods will be higher than for prior periods.
"We are extremely excited about the acquisition of Comark. Comark's success in
the medium-to-large enterprise customer segment teamed with Insight's expertise
with respect to the small- and medium-sized business customer solidifies our
position as a major player in the industry," commented Timothy A. Crown, CEO of
Insight Enterprises, Inc. "The combined enterprise is better equipped to respond
to changing market dynamics and well-positioned to remain a leading provider of
IT products and services to businesses around the globe. Another benefit of this
acquisition is that the consolidated companies' presence in the government area
has been greatly increased." Crown continued, "Our great success in the timely
integration of our recent acquisition of Action in the United Kingdom and
bringing it to a 3% operating profit in Q1 2002 from breakeven in Q4 2001 gives
us confidence in our ability to successfully integrate Comark."
Chuck Wolande, co-owner of Comark, said, "We are thrilled to be joining forces
with Insight Enterprises. It was important to us that we team with a company
that had a similar culture and vision for the future." Philip Corcoran, co-owner
of Comark, added, "We believe the combination of these two successful companies
will create exciting opportunities for our employees, customers and suppliers as
well as for the stockholders of Insight Enterprises."
Certain statements in this release may be "forward-looking statements" within
the meaning of The Private Securities Litigation Reform Act of 1995. These
forward-looking statements may include projections of matters that affect sales,
gross profit, operating expenses or net earnings; projections of capital
expenditures; projections of growth; hiring plans; plans for future operations;
financing needs or plans; plans relating to our products; and assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. Future
events and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking information. Some of the
important factors that could cause our actual results to differ materially from
those projected in forward-looking statements made by us include, but are not
limited to, the following: our ability to integrate Comark successfully, general
economic and computer industry conditions, competition, reliance on outsourcing
arrangements, past and future acquisitions, international operations, reliance
on information systems, reliance on suppliers, changes in supplier reimbursement
programs, management of growth, changing methods of distribution, rapid change
in product standards, inventory obsolescence, dependence on key personnel and
sales or use tax collection. These factors are discussed in greater detail under
"Factors That May Affect Future Results And Financial Condition" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001, as
filed with the Securities and Exchange Commission.
-MORE-
Page 3
Insight Acquisition of Comark
April 25, 2002
ABOUT INSIGHT ENTERPRISES, INC.
INSIGHT ENTERPRISES, INC., a Fortune 1000 company, is a holding company composed
of the following operating units: INSIGHT DIRECT WORLDWIDE, INC. ("Insight") is
a leading global direct marketer of computers, hardware and software, offering a
broad line of more than 180,000 brand name products primarily to businesses in
the United States, Canada, and the United Kingdom. Insight sells its products
and services via a staff of customer-dedicated account executives utilizing
proactive outbound telephone-based sales, a customer-focused direct sales force,
electronic commerce and electronic marketing and via the Internet. DIRECT
ALLIANCE CORPORATION is a business process outsourcing organization providing
marketplace solutions in the areas of direct marketing, direct sales, finance
and logistics using state-of-the-art proprietary technology, infrastructure and
processes. For additional information about Insight Enterprises, Inc. call (480)
902-1001 in the United States or visit www.insight.com.
CONTACTS: STANLEY LAYBOURNE KAREN MCGINNIS
CHIEF FINANCIAL OFFICER, SENIOR VICE PRESIDENT-
SECRETARY AND TREASURER FINANCE
TEL. 480-350-1142 TEL. 480-333-3074
EMAIL slaybour@insight.com EMAIL kmcginni@insight.com
###