Exhibit 99.2
Stock Symbols: OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB
April 18, 2008
DIRECTV to Purchase Installation Fulfillment Services Company
180 Connect Inc. to Gain Control of a Significant Portion
of the DIRECTV Installation Network
In a Separate Transaction, UniTek USA will Acquire 100% of 180 Connect’s
Cable Assets and Certain DIRECTV Installation Markets In Exchange for
UniTek’s Satellite Installation Services in Three Markets and Cash
180 Connect and UniTek Deals to Close in Third Quarter 2008
Toronto, Ontario, Englewood, CO.— April 18, 2008 — 180 Connect Inc. (“180 Connect” or the
“Company”) (OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB), one of North America’s largest providers of
installation, integration and fulfillment services to the home entertainment, communication, and
home integration service industries has signed a definitive merger agreement with DIRECTV, Inc.
(“DIRECTV”), the nation’s leading satellite television service. Under the terms of the agreement,
DIRECTV will acquire 100% of 180 Connect’s outstanding common stock and exchangeable shares for
$1.80 per share. Including the assumption of the Company’s debt outstanding the implied enterprise
value of the transaction is approximately $105 million. The transaction will provide DIRECTV with
control over a significant portion of its installation and home service network and is expected to
close third quarter 2008.
Based upon the unanimous recommendation of a special committee of the board comprised entirely of
independent directors, the board of directors of 180 Connect has unanimously approved the merger
agreement and has resolved to recommend that 180 Connect stockholders adopt the merger agreement
and approve the acquisition. The Board of Directors of 180 Connect has received a fairness opinion
from its financial advisor, William Blair & Company, L.L.C.
In a separate transaction, immediately following the acquisition of 180 Connect, UniTek USA, LLC
(“UniTek”) has agreed to acquire 100% of 180 Connect’s cable services operating unit and certain
DIRECTV installation services from DIRECTV, in exchange for UniTek’s satellite installation
services in New York, Burbank, California and Bloomington, California and cash.
By acquiring 180 Connect, DIRECTV will gain control of one of its largest installation and home
service providers in 45 U.S. market locations, throughout California, Colorado, Oregon, Washington,
Utah, Montana, Idaho, Wyoming, Arkansas, Virginia, Hawaii and Western Pennsylvania. Prior to the
acquisition, DIRECTV had outsourced all its installation service operations through 13 home service
provider companies.
“DIRECTV has been a valued partner in helping us grow our business over the years and they
were instrumental in working with us to develop our industry leading customer service platform,”
stated Peter Giacalone, President and
Chief Executive Officer of 180 Connect. “Over the years, 180 Connect has experienced significant
growth and while the Company believes it has been successful in achieving many of its goals and
positioning itself to become a dominant sector player, these efforts are not, in our opinion, being
appropriately valued by the public markets. After carefully evaluating alternative strategies, we
concluded that in the current and foreseeable market conditions, the sale of the Company represents
a compelling opportunity to realize value for the shareholders of 180 Connect. We are very pleased
to have found the right buyer for the Company and are confident that industry leading DIRECTV will
take this business to the next level.”
Under the terms of the merger agreement, the board of directors of 180 Connect, through its special
committee and with the assistance of its independent advisors, intends to solicit superior
proposals during the next 30 days. 180 Connect does not intend to disclose developments with
respect to the solicitation process unless and until the special committee of the board has made a
recommendation and the board of directors has made a decision with respect to any superior
proposals.
Conference Call Information
180 Connect will host a conference call to discuss the transaction. The call will begin at 8:00
a.m. EST, Friday, April 18, 2008. The dial-in numbers for the call are international dial
617.213.8897 and toll free at 866.543.6405, participant pass code is 15490136. A taped rebroadcast
of the teleconference will be available upon completion of the call on April 18, 2008 at 10:00 a.m.
EST to April 25, 2008 until 11:59 p.m. EST. The replay dial-in numbers are international dial
617.801.6888 and toll free at 888.286.8010, participant pass code is 84330834. The webcast will be
archived on 180 Connect’s website at www.180connect.net.
About 180 Connect Inc.
180 Connect Inc. is one of North America’s largest providers of installation, integration and
fulfillment services to the home entertainment, communications and home integration service
industries. With more than 4,000 skilled technicians and 750 support personnel based in over 85
operating locations, 180 Connect is well positioned as the only pure play national residential
service provider in the market. 180 Connect shares are traded under the name of 180 Connect Inc. on
the OTCBB under the symbols CNCT.OB, CNCTU.OB and CNCTW.OB. For more information about 180 Connect
Inc, please visit www.180connect.net.
About DIRECTV, Inc.
DIRECTV, Inc. (NASDAQ:DTV), the nation’s leading satellite television service provider, presents
the finest television experience available to more than 16.8 million customers in the United States
and is leading the HD revolution with 95 national HD channels — more quality HD channels than any
other television provider. Each day, DIRECTV subscribers enjoy access to over 265 channels of 100%
digital picture and sound, exclusive programming, industry-leading customer satisfaction (which has
surpassed cable for seven years running) and superior technologies that include advanced DVR and
HD-DVR services and the most state-of-the-art interactive sports packages available anywhere. For
the most up-to-date information on DIRECTV, please visit www.directv.com.
About UniTek USA, LLC
UniTek USA, LLC, is a premier provider of engineering, construction management and installation
fulfillment services to companies specializing in the telecommunications, broadband cable, cellular
and satellite industries. UniTek has created a scalable operating platform, enabling each UniTek
subsidiary to deliver quality services to its Fortune 100
customers. UniTek USA, LLC, based in Blue Bell, PA utilizes a diverse workforce of over 3500
technicians deployed throughout the United States. For more information about UniTek, please visit
www.unitekusa.net.
Important Additional Information will be Filed with the SEC
In connection with the proposed merger, 180 Connect will file a proxy statement with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by 180 Connect at the Securities and Exchange Commission’s Web
site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for
free from 180 Connect by directing such request to 180 Connect Inc., 6501 E. Belleview Avenue
Englewood, Colorado 80111, Attention: Chief Financial Officer.
Participants in the Solicitation
180 Connect and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the proposed merger. Information concerning the interests of 180 Connect’s participants in the
solicitation, which may be different than those of 180 Connect stockholders generally, is set forth
in 180 Connect’s proxy statements and Annual Reports on Form 10-K, previously filed with the
Securities and Exchange Commission, and in the proxy statement relating to the merger when it
becomes available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current 180 Connect management
expectations. Those forward-looking statements include all statements other than those made solely
with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual
results to differ materially from those expressed in any forward-looking statements. The following
factors, among others, including those contained in 180 Connect’s filings with the SEC, including
its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management’s
Discussion and Analysis section and its Current Reports on Form 8-K, could also cause actual
results to differ materially from those described in the forward-looking statements: the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that may be instituted against 180 Connect and
others following announcement of the merger agreement; the inability to complete the merger due to
the failure to obtain stockholder approval or the failure to satisfy other conditions to completion
of the merger; risks that the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger; the ability to recognize
the benefits of the merger; and, the amount of the costs, fees, expenses and charges related to the
merger. Many of the factors that will determine the outcome of the subject matter of this press
release are beyond 180 Connect’s ability to control or predict. 180 Connect undertakes no
obligation to revise or update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.
For information please contact the following or visit 180 Connect’s website at www.180connect.net.
Claudia A. Di Maio
180 Connect Inc.
TEL: 866.995.8888
DIRECT LINE: 416. 930.7710
EMAIL: cdimaio@180connect.net
Devlin Lander
Integrated Corporate Relations
TEL.:415.292.6855