Simpson Thacher Represents Memec Group Holdings in its Sale to Avnet, Inc.
04.29.05
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Simpson Thacher is representing Memec Group Holdings Limited, a leading global semiconductor distributor servicing the electronics industry and a portfolio company of private equity firm Permira Advisers Limited, in the sale of Memec to Avnet, Inc., one of the world's largest distributors of semiconductors, electronic components and other computer products. Under the terms of the definitive Securities Acquisition Agreement entered into between the parties on April 26, 2005, Avnet will acquire all of the outstanding shares of Memec for cash and stock in a transaction valued at approximately $676 million, including the assumption of approximately $194 million of Memec’s net debt. The Memec investors will receive approximately 24 million shares of Avnet common stock (representing 19.9% of Avnet's shares) and approximately $64 million in cash. Following the closing, Permira will be entitled to appoint one director to the Avnet Board and will have certain customary registration rights.
The Simpson Thacher team includes Thomas A. Wuchenich, Jason McFall, Chi Huynh and Juan Ramos (M&A - Los Angeles), Kevin Kennedy and Kirsten Jensen (M&A/Securities - Palo Alto), Alvin Brown (Employee Benefits), Gary Mandel (Tax - New York), Joseph F. Tringali and Olivier N. Antoine (Antitrust), Adeeb Fadil and Michael C. Ledley (Environmental), Jeffrey E. Ostrow and Daniel Frommer (IP - Palo Alto), Jacqueline Rosenblum (Labor) and Alison J. Ando (Real Estate). In addition, paralegals Anup Sheth (Los Angeles), Kristen Colello (New York) and Sally Lawrence (London) provided valuable assistance.