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CDW To Expand Customer Base Through Transaction With Micro Warehouse
Company Reports August Sales
VERNON HILLS, Ill. - September 8, 2003 - CDW Corporation (Nasdaq: CDWC) today announced that the Company has agreed to purchase selected North American assets of Micro Warehouse, a Norwalk, Connecticut-based reseller of computers, software and peripheral products. The Boards of Directors of both companies have approved the transaction, which includes the purchase of:
- U.S. customer base which accounted for annualized August sales of more than $900 million,
- Canadian operation with trailing twelve month sales of approximately $40 million in U.S. dollars,
- Existing inventories valued at approximately $14 million,
Intellectual capital, including trademarks and copyrights.
It is anticipated that the U.S. transaction will be completed today. Completion of the Canadian transaction is subject to certain regulatory approvals.
The purchase price for the assets being acquired, including inventory, is approximately $22 million. CDW will not be acquiring either the accounts receivable or the liabilities of Micro Warehouse, but will receive compensation for collecting existing Micro Warehouse receivables for a service fee of 5 percent. CDW estimates that transition costs, including severance, and costs related to the transaction will total $10 to $12 million, and will be incurred primarily during the fourth quarter of 2003.
Approximately 50 percent of Micro Warehouse's U.S. revenue is from corporate customers, 35 percent from the public sector, and 15 percent from consumers.
In making today's announcement, John A. Edwardson, CDW's chairman and chief executive officer, said, "Patience pays - we waited for the right opportunity, and we're announcing it today. From the beginning we've set very clear acquisition criteria, which are: expand our customer base, extend our geographic reach, or enhance our product capabilities. With this investment, we have achieved all three objectives and delivered value to every CDW stakeholder group."
Enumerating the benefits of the transaction, Mr. Edwardson said, "This agreement will enable CDW to provide more customers the right technology, right away. We believe that more than 75 percent of Micro Warehouse's corporate and public sector revenue is from customers who are new to CDW. This expanded customer base increases our penetration in the education sector and the eastern half of the U.S., and extends our growth platform into Canada. With Micro Warehouse's assets, CDW becomes the nation's leading distributor of Apple products. For Micro Warehouse customers, CDW is not only an industry-leading provider of technology products, but it's a service leader as well with state-of-the-art distribution, Web site and customer service capabilities. For shareholders, today's transaction enables CDW to continue building solid value both near and long term."
"The loyal customers of Micro Warehouse deserve the best service and this combination of resources is the best way to provide it to them," said Jerome York, Micro Warehouse's chief executive officer. "By leveraging CDW's strong financial position, excellent logistics capabilities and world-class sales and sales management team, the potential of the acquired US and Canadian assets of Micro Warehouse will be unlocked."
Noting that CDW anticipates completing integration of the Micro Warehouse assets and employees into its organization by year-end, Mr. Edwardson said: "Importantly, this transaction also brings us experienced new co-workers. We were impressed by the dedication and talent of the members of the Micro Warehouse team we met during the due diligence and look forward to working with more of them during the next several weeks and welcoming many of them to the CDW family. Our shared priority over the next several weeks will be making the transition period between now and year-end as smooth and seamless for Micro Warehouse customers as possible."
August Sales
CDW's sales for August 2003 totaled $383.4 million, compared with sales of $391.3 million for August 2002. Average daily sales for August 2003 were $18.257 million, an increase of 2.6 percent versus average daily sales of $17.786 million for August 2002. August 2003 had 21 billing days and August 2002 had 22 billing days.
"We're pleased with our results for August, particularly in light of the tough comparison we had versus August 2002," said Mr. Edwardson. "Our sales in August of last year were unusually high due to the exceptional level of Microsoft software we sold in conjunction with the Microsoft Upgrade Advantage program, which concluded in early August 2002. Total sales of Microsoft software and Upgrade Advantage were approximately 13 percent of our revenue in August 2002, compared with approximately 7 percent in August 2003."
Forward Looking Statement
Any forward-looking statements contained in this release are based on the Company's beliefs and expectations as of the date of this release and are subject to certain risks and uncertainties, including with respect to the completion of the transaction, which may have a significant impact on the Company's business, operating results or financial condition. Should any risk or uncertainty materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described in forward-looking statements. Factors affecting the Company's business and prospects are discussed in the Company's filings with the Securities and Exchange Commission.
About CDW
CDW® (Nasdaq: CDWC), ranked No. 381 on the FORTUNE 500, is a leading provider of technology products and services for businesses, government and education. CDW is a principal source of technology including top name brands such as APC, Apple, Cisco, HP, IBM, Microsoft, Sony, Symantec, Toshiba and ViewSonic. CDW distributes contracts to end users for customized and standardized on-site services supplied directly by providers such as HP Services and Unisys and for training programs provided by firms such as KnowledgeNet and Productivity Point International.
CDW was founded in 1984 as a home-based business and today employs over 3,000 coworkers whose efforts generated net sales of more than $4.2 billion in 2002. CDW's direct model offers one-on-one relationships with knowledgeable account managers; purchasing by telephone, fax, the company's award-winning CDW.com Web site or customized CDW@work™ extranets; custom configured solutions and same day shipping; and pre- and post-sales technical support, with more than 100 factory-trained and A+ certified technicians on staff.
Additional information can be found by visiting CDW.com.
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