Exhibit 99.1
Mike McAndrew, Chief Financial Officer
Black Box Corporation
(724) 873-6788
(724) 873-6799 (fax)
Email: investors@blackbox.com
FOR IMMEDIATE RELEASE
---------------------
BLACK BOX CORPORATION
---------------------
OBTAINS HSR CLEARANCE TO ACQUIRE NORSTAN, INC.
----------------------------------------------
PITTSBURGH, PENNSYLVANIA, January 5, 2005 -- Black Box Corporation
(NASDAQ:BBOX) announced that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect
to its intended acquisition of Norstan, Inc. (NASDAQ:NRRD), was granted on
January 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 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common stock on a fully-diluted basis are validly tendered and not withdrawn.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 at 12:00
midnight, New York City 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,
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 of
Black Box's tender offer for the shares of common stock of Norstan is a
forward-looking statement. 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.