Ken Lamneck: Today, we are announcing that Insight has entered into a definitive agreement to acquire Datalink and merge our two organizations. The closing is expected to occur in the first quarter of 2017 (subject to regulatory approvals and closing conditions).
DataLink's data center sales and services platform and expertise provide us with an opportunity to expand our capabilities to help businesses run smarter. They have a broad geographic reach, extensive data center service offerings and strong partnerships with the key partners like Cisco, NetApp, Veritas, VMware, Palo Alto Networks and many more key industry partners.
We believe this new relationship creates tremendous scale for Insight. DataLink's strong Professional, Consulting, Managed and One Call™ support services are a tremendous addition to Insight's Services portfolio.
In addition, DataLink has a unique, world-class set of data center capabilities, storage expertise, services offerings, and talented architects and technical resources that add deep dimension to the offerings Insight provides to our clients.
Because this is a combination of two publicly traded companies, there is a formal process we have to follow to communicate about the transition starting today through the closing.
On behalf of Insight, we are excited about the meaningful connection this creates for our companies and the many opportunities on the horizon.
Paul Lidsky: I'd like to echo Ken's comments. Today's news is just the beginning of an exciting opportunity for our team to bring our data center expertise to an even broader client base that spans the globe.
We're looking forward to engaging with a team that has built best practices around the entire IT lifecycle using best-in-class tools and talent and a very broad set of services capabilities. Combined, our collective offering is what clients need to transform their IT.
Taking a step back, our organizations are well aligned to deliver on a very similar mission. Where we commit ourselves to help our customers increase the business impact of the data center, Insight's purpose is to help businesses run smarter.
On behalf of all of us at DataLink, we are excited to join the Insight team.
Steve Dodenhoff: When we say we are an Intelligent Technology Solutions™ provider, it is indicative of our deep partnerships with clients and partners, our strategic technologies and robust offerings, and our talented team. That's why today's announcement about Insight and DataLink's agreement to merge together is important: DataLink brings the same things to the table.
Shawn O'Grady: Yes, Steve, Insight's global solutions, its industry-leading e-commerce and IT tools and platforms, broad services delivery team and its deep relationships with partners, many of which are additive to those we currently have, will complement our differentiated data center expertise to create one of the strongest Intelligent Technology Solutions™ portfolios in the industry. It's a competitive edge for our teams and allows us to offer a more comprehensive set of solutions to our clients.
Steve Dodenhoff: Game-changing transformation of technology environments in businesses of all shapes and sizes gives us significant opportunities to provide Intelligent Technology Solutions™ — solutions that help businesses run smarter. While Insight's heritage in software, hardware and related services has served us well, the data center has become a cornerstone of strategic investments across all enterprises — and it's a trend that's likely to continue. This marketplace reality is one of many reasons we are embarking on a path that will bring together DataLink and Insight.
Shawn O'Grady: It's true. Adding the strength of our platform to Insight's current offerings will position the combined company to solve complex business problems for our expanded footprint of clients, giving us additional opportunities to help more organizations transform their IT.
Steve Dodenhoff: DataLink's unique strength in the data center is an outstanding complement to the existing capabilities Insight offers. We're thrilled to join forces with DataLink. This is truly an opportunity to make 1+1=3 and grow substantial opportunities for clients, partners and all of our teammates.
Shawn O'Grady: We know that Insight and DataLink have similar growth-related goals and cultures that align well. These are some of the reasons we know that joining forces will create a more powerful IT solutions provider. Over the next several months, we will have time to get to know each other and further understand each other's capabilities and expertise, and how to maximize our collective strengths.
Steve Dodenhoff: And Shawn, our values of hunger, heart and harmony will be the cornerstone of our joint mission to grow together and serve our clients. We're committed to making sure the communications in this process reflect that.
Shawn O'Grady: In our new relationship, we will be working to preserve, protect and enhance the DataLink data center solutions platform and align our organizations to be effective for clients and teammates.
Steve Dodenhoff: Following the closing, Shawn will retain day-to-day leadership of DataLink and will report to me, working side by side with my team in shaping the future of our joint organization, with the intent to find ideal alignment to support our comprehensive service offerings together. Prior to closing, both Insight and DataLink will continue to operate separately and in the ordinary course.
Shawn O'Grady: While there's always change to be expected with these kinds of announcements, it's important that it's “business as usual” for our customers. DataLink will continue to focus on providing customized next-generation data center solutions to midsize and enterprise companies, helping them transform their technology, operations and service delivery to meet business challenges. Concurrently, we will work with Insight to develop a joint growth strategy going forward.
Steve Dodenhoff: Insight and DataLink will have a broad set of services capabilities that represent some of the most significant depth of talent and service offerings in the channel.
Ken Lamneck: There's the potential for dramatic scale in this relationship and an opportunity to become a truly significant force in data center solutions, together. It really is an exciting time for our organizations. There will be much more to communicate to all of you in the coming weeks and months. We look forward to discussing the opportunities of this new relationship in the future.
Paul Lidsky: On behalf of our leadership team, I can say we are all looking forward to what's ahead for our organization. There will be much more to communicate to all of you in the coming weeks and months, and we'll do so in as timely a manner as possible. Most of the questions you have will be answered as teams from Insight and DataLink work together over the next 90 to 120 days to design integrated back-office systems and work to find ways to allow Insight and DataLink to leverage the skills of each other's organizations. During this period, we'll also be seeking approval from our shareholders to move forward with the transaction.
Suffice it to say, Insight shares our confidence in our future, and we believe they will help us build on our leadership position and deliver enhanced value to all of our customers.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute “forward-looking statements”. Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: the risk that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all and to successfully integrate DataLink's operations into those of Insight; such integration may be more difficult, time consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of DataLink; uncertainties as to the timing of the transaction; the possibility that the conditions to the completion of the transaction may not be satisfied; and the other factors discussed in “Risk Factors” in each of Insight's and DataLink's Annual Report on Form 10-K for the most recently ended fiscal year and other filings with the SEC, which are available at http://www.sec.gov. Insight assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of DataLink by Insight. In connection with the proposed acquisition, Insight and DataLink intend to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, DataLink will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. STOCKHOLDERS OF DATALINK ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING DATALINK'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC's web site, http://www.sec.gov, and DataLink stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from DataLink. Such documents are not currently available.
Participants in Solicitation
Insight and its directors and executive officers, and DataLink and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of DataLink common stock in respect of the proposed transaction. Information about the directors and executive officers of Insight is set forth in the proxy statement for Insight's 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2016. Information about the directors and executive officers of DataLink is set forth in the proxy statement for DataLink's 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 15, 2016. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the acquisition when it becomes available.