ISS Recommends CDW Shareholders Vote ''For'' Merger with Affiliate of Madison Dearborn Partners and Providence Equity
August 01 2007 - 3:00PM
Business Wire
CDW Corporation (NASDAQ:CDWC), a leading provider of technology
products and services to business, government and education, today
announced that Institutional Shareholder Services (ISS) and Glass
Lewis, two leading proxy advisory firms, have recommended that CDW
shareholders vote �FOR� the proposed merger between CDW and VH
Holdings, Inc. As previously announced, CDW will hold a special
meeting of shareholders on August 9, 2007. At this meeting, CDW
shareholders will vote on the merger agreement providing for the
acquisition of CDW by VH Holdings, Inc., which upon closing of the
merger will be controlled by investment funds affiliated with
Madison Dearborn Partners, LLC and Providence Equity Partners Inc.
CDW�s board of directors has approved the merger agreement and
recommends approval of the merger agreement by CDW shareholders.
Completion of the transaction is subject to certain conditions,
including shareholder approval and other customary closing
conditions. ABOUT CDW CDW�, ranked No. 342 on the FORTUNE 500, is a
leading provider of technology solutions for business, government
and education. CDW is a principal source of technology products and
services including top name brands such as Acer, Adobe, APC, Apple,
Cisco, EMC, Fujitsu, HP, IBM, Lenovo, Microsoft, Panasonic,
Quantum, Samsung, Sony, Symantec, ViewSonic and Xerox. CDW's direct
model offers customers one-on-one relationships with knowledgeable
account managers and access to approximately 820 on-staff engineers
and advanced technology specialists who customize solutions for
customers� complex technology needs. CDW also provides same-day
product shipping and post-sales technical support. CDW was founded
in 1984 and as of June 30, 2007, employed approximately 5,880
coworkers. In 2006, the company generated sales of $6.8 billion.
For more information, visit CDW.com. Where You Can Find Additional
Information In connection with the proposed merger between CDW and
a subsidiary of VH Holdings, Inc., CDW filed with the SEC, and has
furnished to its shareholders, a definitive proxy statement
soliciting proxies for the meeting of its shareholders to be held
with respect to the Merger on August 9, 2007. CDW SHAREHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. CDW shareholders and other interested
parties can obtain, without charge, a copy of the proxy statement
and other relevant documents filed with the SEC from the SEC�s
website at http://www.sec.gov. CDW shareholders and other
interested parties can also obtain, without charge, a copy of the
proxy statement and other relevant documents by directing a request
by mail or telephone to CDW Corporation, 200 N. Milwaukee Ave.,
Vernon Hills, Illinois 60061, Attention: Corporate Secretary,
telephone: (847) 465-6000, or from CDW�s website,
http://www.cdw.com. CDW and certain of its directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be �participants� in the solicitation of
proxies from shareholders of CDW with respect to the proposed
transaction. Information regarding the persons who may be
considered �participants� in the solicitation of proxies is set
forth in the definitive proxy statement described above. Statements
about the expected timing, completion and effects of the proposed
merger between CDW and a subsidiary of VH Holdings, Inc. and all
other statements in this release other than historical facts,
constitute forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Readers are cautioned not to place undue reliance on
these forward-looking statements, each of which is qualified in its
entirety by reference to the following cautionary statements.
Forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements.
CDW may not be able to complete the proposed merger because of a
number of factors, including, among other things, the failure to
obtain shareholder approval, the failure of financing or the
failure to satisfy other closing conditions. Other risks and
uncertainties that may affect forward-looking statements are
described in the reports filed by CDW with the SEC under the
Securities Exchange Act of 1934, as amended, including without
limitation CDW�s Annual Report on Form 10-K for the year ended
December�31, 2006, and the definitive proxy statement dated July
13, 2007, relating to the special meeting of shareholders to be
held to vote on the merger agreement. For more information about
CDW: Visit CDW on the Internet at http://www.cdw.com. Contact CDW
Investor Relations via the Internet at investorrelations@cdw.com or
by telephone at 847-419-6328. CDW is a registered trademark and
CDW@work is a trademark of CDW Corporation. Other company and
product names may be trademarks of their respective owners.
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