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Form 8-K
SCANSOURCE, INC. - SCSC
Filed: August 21, 2014 (period: August 21, 2014)
Report of unscheduled material events or corporate changes.
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
8-K - FORM 8-K
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 (EX-99.1)
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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): August 21, 2014
ScanSource, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
000-26926
57-0965380
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6 Logue Court
Greenville, South Carolina 29615
(Address of principal executive offices) (zip code)
(864) 288-2432
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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))
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Item 8.01 Other Events.
On August 21, 2014, ScanSource, Inc. (the “Company”) issued a press release announcing the execution by the Company of a
non-binding letter of intent to aquire the business of Imago Group, plc.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
99.1
Press Release issued by ScanSource, Inc. on August 21, 2014.
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ScanSource, Inc.
Date: August 21, 2014
Source: SCANSOURCE, INC., 8-K, August 21, 2014
By:
/s/ John J. Ellsworth
Name:
Its:
John J. Ellsworth
Executive Vice President, General Counsel and
Corporate Secretary
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
EXHIBIT INDEX
Exhibit
No.
99.1
Description
Press Release issued by ScanSource, Inc. on August 21, 2014.
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 99.1
For Immediate Release
August 21, 2014
Contact: Media: Melissa Andrews
864.286.4425
[email protected]
Investors: Mary Gentry
864.286.4892
[email protected]
SCANSOURCE ANNOUNCES EXECUTION OF LETTER OF INTENT TO ACQUIRE
IMAGO GROUP PLC
Accretive to EPS and ROIC forecasted in first year after closing
GREENVILLE, SC – ScanSource, Inc. (NASDAQ: SCSC), the leading international value-added distributor of specialty
technology products, today announced the execution of a non-binding letter of intent to acquire Imago Group plc, Europe’s leading
value-added distributor of video and voice communications equipment and services (“Imago”). Pursuant to the letter of intent,
ScanSource will be acquiring Imago’s operations in the United Kingdom, France, and their recently acquired business in Germany.
Imago sales for fiscal year ended July 31, 2014 are estimated to total approximately GBP 50 million (approximately US$83
million) with operating margins consistent with ScanSource’s Communications business. The all-cash transaction as currently
negotiated includes an initial purchase price of approximately GBP 24.5 million (approximately US$41 million), plus earnout
payments over the next two years. The acquisition as contemplated in the letter of intent is expected to be accretive to earnings per
share and ROIC in the first year after closing, excluding one-time acquisition costs.
Founded in 1991 and headquartered in the United Kingdom, Imago has nearly 120 employees in the United Kingdom, France,
and Germany. In June 2014, Imago acquired VITEC Distribution, a videoconferencing distributor in Germany. Imago provides a full
suite of value-added services in video, voice and data, including project initiation, implementation and training, as well as a strategy in
assisting resellers with implementing cloud solutions via public, private or hybrid means. Imago carries a strong line of vendor
partners, including Polycom, Barco, Samsung, and NEC. In 2013, Imago was named by Polycom as its Distributor of the Year in
EMEA.
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“The proposed acquisition of Imago represents the next step in ScanSource’s strategy to be the leading value-added
distributor of video, voice and data solutions for resellers in Europe,” said Mike Baur, CEO, ScanSource, Inc. “Ian Vickerage,
Imago Founder and Managing Director, has grown his business into the best value-added distributor of video and voice solutions
in Europe. He has agreed in the letter of intent to remain as Managing Director of the company and will continue to lead the
talented management team he has built at Imago.”
“I am incredibly excited about joining the ScanSource team,” said Mr. Vickerage. “Our resellers will have access to an expanded
portfolio of solutions from ScanSource and Imago, while our vendors will benefit from the enhanced channel opportunities available
to them.”
It is expected that Imago would operate as a separate business unit as part of the ScanSource video, voice and data strategy in
Europe. Mr. Vickerage would report to Mike Ferney, President, Worldwide Communications and Services, ScanSource, Inc.
Mr. Ferney is responsible for the Company’s two communications business units located throughout Belgium, France, Germany, and
the UK. After completing the Imago acquisition, ScanSource would have nearly 400 employees located in more than 15 offices
throughout Europe in its Communications and POS and Barcode business units.
The letter of intent is non-binding and the proposed acquisition is subject to the negotiation and execution of a definitive
purchase agreement. In addition, the proposed acquisition would be subject to regulatory approvals and is expected to close in the
quarter ending September 30, 2014.
ScanSource management will discuss the proposed acquisition on its earnings conference call, scheduled for Thursday,
August 21, 2014 at 5:00 p.m. ET. The call may be accessed via a live internet webcast in the Investor Relations section of ScanSource,
Inc.’s web site, www.scansource.com .
Safe Harbor Statement
This press release contains comments that are “forward looking” statements that involve risks and uncertainties; these statements
are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Any number of important factors could
cause actual results to differ materially from anticipated results, including, but not limited to, the failure to enter into a definitive
agreement, the failure for the acquisition of Imago to be accretive to earnings per share and ROIC in year one, the continued ability for
Imago to demonstrate continued sales growth, the potential for the acquisition to not close by the end of September, 2014, or at all,
due to a variety of factors, including due diligence review and regulatory approvals. For more information concerning other factors
that could cause actual results to differ from anticipated results, see the Company’s annual report on Form 10-K for the year ended
June 30, 2013 and its subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. We
undertake no obligation to make any revisions to the forward-looking statements or to reflect events or circumstances after the date of
this press release.
Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
About Imago
Imago Group plc is Europe’s largest video solutions company. Services offered by Imago include video conferencing and online
meeting technology including video streaming, audio conferencing and IPTV and the company also provides projectors and
presentation systems, HD cameras, interactive whiteboards and LCD displays. Imago has achieved certification under ISO9001 and
Investors in People. The company has been operating successfully in the UK market since 1991 and in the French market since 2003
and has recently acquired Vitec, one of Germany’s largest video solutions distributors. Imago has been included in The Sunday Times
International Track 200 2012, a league table ranking Britain’s private companies according to the growth of their overseas sales.
Imago is the only company involved in the distribution of video solutions to be included in the list. This year Imago has also been
ranked 70 th in the Thames Valley 250 list which ranks companies in the Thames Valley area according to their sales.
www.imagogroupplc.com
About ScanSource, Inc.
ScanSource, Inc. (NASDAQ: SCSC) is the leading international distributor of specialty technology products, focusing on
point-of-sale (POS) and barcode, communications and physical security solutions. ScanSource’s teams provide value-added services
and operate from two technology segments, Worldwide Barcode & Security and Worldwide Communications & Services. ScanSource
is committed to helping its reseller customers choose, configure, and deliver the industry’s best products across almost every vertical
market in North America, Latin America and Europe. Founded in 1992, the Company ranks #751 on the Fortune 1000. For more
information, visit www.scansource.com .
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Source: SCANSOURCE, INC., 8-K, August 21, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.