Exhibit 99.3
Corporate Coverage
*NOTE: Below is a brief representative sample of the coverage were seeing in response to
yesterdays announcement: CDW Agrees to be Acquired by Madison Dearborn Partners, LLC
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Wall Street Journal
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May 30, 2007 |
| Title: CDW to Be Acquired for $7.3 Billion |
| Source: See attached Word doc. for full-text, or: |
| Online Subscription required:
http://online.wsj.com/article/SB118048036711717802-search.html?KEYWORDS=CDW&COLLECTION=wsjie/6month |
| Summary: Madison Dearborn, of Chicago, agreed to acquire CDW for about $7.3 billion, or $87.75 a
share. The purchase price represents a 16% premium to CDWs closing stock price of $75.56 a share
Friday. |
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New York Times
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May 30, 2007 |
| Title: Equity Firm to Acquire Net Retailer |
| Source: See attached Word doc. for full-text, or: |
| Online Registration required: |
| http://www.nytimes.com/2007/05/30/technology/30deal.html?_r=1&oref=slogin |
| Summary: CDW Corporation, a leading computer reseller, said yesterday that it had agreed to sell
itself to Madison Dearborn Partners for $7.3 billion in cash, the latest big acquisition by a
private equity firm. |
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Bloomberg
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May 30, 2007 |
| Title: Madison Dearborn Agrees to Buy CDW for $7.3 Billion (Update3) |
| Source: See attached for full-text or: |
| Online: http://www.bloomberg.com/apps/news?pid=newsarchive&sid=af3QufOAt52I# |
| Summary: Madison Dearborn Partners LLC, the manager of a $6.5 billion leveraged buyout fund, agreed
to buy CDW Corp. for about $7.3 billion. |
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Chicago Tribune
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May 30, 2007 |
| Title: CDW to go private in $7.3 billion deal |
| Source: See attached PDF for full-text, or: |
| Online
Registration required: http://www.chicagotribune.com/business/chi-wed_cdw_0530may30,1,6826110.story |
| Summary: CDW Corp. of Vernon Hills, a leading reseller of computer equipment, said Tuesday it
agreed to be sold to Chicago-based Madison Dearborn Partners LLC for $7.3 billion, a deal that
takes CDW private and values its shares at a 16 percent premium. |
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Daily Herald
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May 30, 2007 |
| Title: CDW agrees to $7.3 billion buyout |
| Source: See attached Word doc. for full-text, or: |
| Online Registration required: http://www.dailyherald.com/search/searchstory.asp?id=317843 |
| Summary: CDW Corp. on Tuesday announced that the distributor of hardware, software and
technology accessories has agreed to be acquired by a private equity company in a $7.3 billion
deal. |
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Chicago Sun-Times
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May 29, 2007 |
| Title: CDW agrees to acquisition by Madison Dearborn for $7.3 bil. |
| Source: See attached Word doc. for full-text, or: |
| Online: http://www.suntimes.com/business/405034,cdw052907.article |
| Summary: CDW Corp. on Tuesday announced that the distributor of hardware, software and
technology accessories has agreed to be acquired by a private equity company in a $7.3 billion
deal. |
CDW to Be Acquired for $7.3 Billion
Chris Lawton
May 30, 2007
Continuing the resurgence of technology retailers in a complex market, CDW Corp. late yesterday
said it agreed to be acquired by Chicago buyout firm Madison Dearborn Partners LLC.
Madison Dearborn, of Chicago, agreed to acquire CDW for about $7.3 billion, or $87.75 a share. The
purchase price represents a 16% premium to CDWs closing stock price of $75.56 a share Friday. CDW
shares were up $7.55, or 10%, at $83.11 yesterday in 4 p.m. Nasdaq Stock Market composite trading.
CDW said its board has approved the deal and said it will urge shareholders to approve the
acquisition, which is expected to close near the end of the third quarter or early in the fourth
quarter.
Before approving the agreement, CDW said its board conducted an auction process in which a number
of potential bidders participated. Under the agreement, CDW will solicit proposals from third
parties during the next 30 days, with the assistance of its financial adviser, Morgan Stanley, a
move common in private-equity deals. J.P. Morgan Chase & Co.s J.P Morgan Securities Inc. and
Lehman Brothers Holdings Inc. advised Madison Dearborn.
CDW is one of the countrys largest resellers of computers, software and related equipment,
primarily for large corporations and the government. Founded in 1984, CDW reported net income of
$266.1 million on sales of $6.79 billion last year.
The Vernon Hills, Ill., company and others have benefited from a trend in which technology makers
such as Hewlett-Packard Co. and Dell Inc. are turning to resellers. Dell Founder Michael Dell has
said working more with resellers was an important expansion opportunity for the Round Rock, Texas,
personal-computer company.
That approach has become more effective than selling directly to customers because resellers are
able to cobble together technology from various manufacturers to help fit customers specific
needs.
CDW shares have moved up more than 20% since the beginning of April, and posted a significant gain
after reporting a 23% daily sales increase in mid-May. Friday, its shares traded at $75.56 each,
about $4 shy of its 52-week high. A CDW spokesman wasnt immediately available to comment. A
spokesperson for Madison Dearborn Partners couldnt immediately be reached.
Martin Reynolds, vice president at research firm Gartner Inc., said Madison Dearborns purchase of
CDW could relieve other retailers in the industry of pricing pressure, since private-equity firms
generally want to eke out as much profit from their purchases as possible.
May 30, 2007
Equity Firm to Acquire Net Retailer
By JAD MOUAWAD
The CDW Corporation, a leading online computer reseller, said yesterday that it had agreed
to sell itself to Madison Dearborn Partners for $7.3 billion in cash, the latest big acquisition by
a private equity firm.
Shareholders of CDW will receive $87.75 in cash for each share they own, a premium of about 16
percent over the companys share price on May 25, when speculation about the buyout surfaced.
After reports yesterday that a deal was imminent, shares of CDW, which had risen more than a third
in the last two months, jumped to their highest since September 2000. The stock closed up nearly 10
percent, at $83.11, on Nasdaq.
Traditional retailers like Comp- USA and Circuit City have struggled to compete against cheaper
online resellers like CDW, shutting hundreds of stores and seeking customers online.
CDW is one of the largest resellers of computers, software and related equipment, principally for
midsize corporations. It also has a unit for Apple products and serves retail customers through
print and online catalogs.
Founded in 1984, CDW has since expanded into a business with $6.8 billion in sales last year and
5,640 employees. It has developed a reputation for strong customer support along with its online
sales of computer and technology equipment by Hewlett-Packard, Lenovo and others.
What the aggressive valuation proves is that the CDW model works, and there is more growth
potential for CDW over the next three to five years, said Samir Bhavnani, research director at
Current Analysis West, a consulting firm based in San Diego that tracks the technology industry.
In recent months, private equity funds have been at the forefront of a frenzy of acquisitions,
including a $27.5 billion deal for Alltel; $7.4 billion for Chrysler; and a record $45 billion for
the Texas energy giant TXU. A fifth of global deals last year involved private equity funds.
The acquisition was approved by CDWs board, which conducted an auction with a number of bidders,
according to the companys news release.
The sale provides a compelling opportunity to immediately maximize value for our shareholders,
John A. Edwardson, CDWs chairman and chief executive officer, said in the release.
The company and its adviser, Morgan Stanley, said they would still actively solicit proposals
from third parties during the next 30 days.
The companys founder, Michael Krasny, had the idea of starting a resale computer business in the
early 1980s when he sold his used I.B.M. computer with a three-line, $3 classified ad that he wrote
in his kitchen, according to the companys Web site. Mr. Krasny, who was 28 then, still controls
about 22 percent of the companys outstanding shares and has agreed to vote in favor of the merger.
Like Apple or H.P., which started in a garage, CDW is one of these real rags-to-riches kind of
success stories, said Mr. Bhavnani.
Benjamin D. Chereskin, a managing director for Madison Dearborn, said his company would preserve
CDWs unique co-worker and customer-focused culture.
The transaction, which requires the approval of regulators and CDW shareholders, is expected to be
completed by the beginning of the fourth quarter this year.
Morgan Stanley was CDWs financial adviser. JPMorgan Securities and Lehman Brothers served as
advisers to Madison Dearborn.
Madison Dearborn Agrees to Buy CDW for $7.3 Billion (Update3)
By Justin Baer and Amy Thomson
May 30 (Bloomberg) Madison Dearborn Partners LLC, the manager of a $6.5
billion leveraged buyout fund, agreed to buy CDW Corp. for about $7.3 billion
to tap cash flow generated by the computer reseller.
Investors will receive $87.75 a share in cash, Vernon Hills, Illinois-based CDW
said yesterday. Thats 16 percent more than the closing price May 25, before
buyout speculation surfaced. CDW was started over a kitchen table more than 20
years ago.
The purchase gives Chicago-based Madison Dearborn a company with growing profit
margins as customers reduce the number of suppliers. CDWs sales may rise 16
percent this year, double the 2006 rate, according to analyst estimates
compiled by Bloomberg. The deal comes two weeks after computer and database
services provider Acxiom Corp. agreed to be bought by Silver Lake Partners and
ValueAct Capital Partners LP for about $2.24 billion.
It has a steady cash flow stream, no debt, a pristine balance sheet and a
good management team, Morningstar analyst Andrew Golomb, who doesnt own the
shares, said in an interview. Its a company that has been the target of a
lot of private equity firms for some time.
Shares of CDW, which sells computers and software to businesses and
governments, advanced $2.77, or 3.3 percent, to $85.88 at 10:07 a.m. New York
time in Nasdaq Stock Market trading. CDW, with a market value of $6.6 billion
based on yesterdays closing price, plans to solicit more bids in the next 30
days.
Before approving the agreement, CDWs board conducted an auction with potential
bidders, according to the statement.
Kitchen Table
Founder Michael Krasny started the company at his kitchen table by selling his
own used computer, according to CDWs Web site. The company now employs 5,640
people. The largest shareholder, he controls about 22 percent of outstanding
stock and is in favor of the deal. The purchase may close near the end of the
third quarter or early in the fourth quarter, CDW said.
CDW had $351.6 million in cash at the end of last year. The companys 2006
profit slipped 2.2 percent to $266 million because of legal expenses, while
sales rose 7.8 percent to $6.8 billion.
Chief Executive Officer John Edwardson has reorganized CDW by adding more
salespeople, opening a new facility in Nevada and purchasing Berbee
Information
Networks Corp. to expand in areas such as health care. Average daily sales
jumped 29 percent in April from the same month a year earlier, CDW said in May.
They have really shown their ability to drive sales without forsaking
profit, Golomb said. Theres no reason to mess with a good thing. As a
whole, I dont think youre going to see a lot of major changes.
CDWs operating margin, or income as a percentage of sales, widened to 6.3
percent in the first quarter from 5.9 percent a year earlier. CDW competes
against Ingram Micro Inc., Tech Data Corp. and Arrow Electronics Inc. in
reselling computers and equipment, an industry where profit margins are often
smaller than other sectors of technology.
The company received an unsolicited offer at the beginning of this year that
prompted a review of potential bidders, and Madison Dearborn offered the most,
Edwardson said in a conference call today. CDW will hold a special shareholder
meeting to discuss the acquisition.
The newly private company will keep the same long-term strategies and goals,
Edwardson said in the call.
Buyout Wave
Buyout firms globally have engaged in 954 deals this year valued at $432.5
billion, according to Bloomberg data, following last years record $701.5
billion.
Madison Dearborns $6.5 billion buyout fund is the fifth private-equity pool
its raised since the firms founding in 1992. Its investments have included XM
Satellite Radio Holdings Inc., the pay-radio service thats trying to combine
with competitor Sirius Satellite Radio Inc. Madison Dearborn also participated
in the buyout of Cinemark Holdings Inc., the movie-theater chain that sold
shares to the public earlier this year.
Morgan Stanley advised CDW, and Sidley Austin LLP is legal counsel. J.P. Morgan
Securities Inc. and Lehman Brothers advised Madison Dearborn, as did law firm
Kirkland & Ellis LLP.
(CDW started a conference call at 9 a.m. New York time. To listen, dial
+1-800-685-9697 or +1-847-619-6797.)
To contact the reporters on this story: Justin Baer in New York at
jbaer1@bloomberg.net; Amy Thomson in New York at
athomson6@bloomberg.net
Last Updated: May 30, 2007 10:14 EDT
CDW agrees to $7.3 billion buyout
Associated Press
Posted Wednesday, May 30, 2007
CDW Corp. on Tuesday announced that the distributor of hardware, software and
technology accessories has agreed to be acquired by a private equity company in a $7.3
billion deal.
Under the agreement with Chicagos Madison Dearborn Partners LLC, CDW shareholders will
receive $87.75 in cash for each share of common stock, CDW said in a news release
issued after the close of business.
CDW said that is a 16.1 percent premium over the Vernon Hills-based companys $75.56
closing share price Friday and a premium of approximately 31.4 percent over the average
closing share price during the previous 90 trading days.
John A. Edwardson, CDWs chairman and chief executive officer, said in the release that
the buyout represents a new chapter for the company.
We are pleased to partner with the world-class investment firm of MDP, whose
investment goals are closely aligned with our strategy and long-term objectives, he
said.
Messages seeking further comment were left for CDW Tuesday evening and attempts to
reach Madison Dearborn Partners were not successful. Messages left for both before the
announcement were not returned Tuesday.
The acquisition is expected to be completed by early in the fourth quarter of this year.
The profile of a buyout target usually involves a troubled company with floundering
finances and a management team under fire. However, CDW Corp. doesnt fit that profile.
The computer equipment re-seller has reported double-digit growth during its first
quarter, boosted by ongoing, hot-selling mobility products, including notebooks.
Sales continue to be good. The sales staff has been restructured and is hiring. Its
acquisition of Berbee Information Networks Corp. has been completed and a new
distribution center in Las Vegas has been picking up steam.
Analysts said Tuesday CDW has much to offer, such as managers with longevity, including
founder and chairman emeritus Michael Krasny, a major shareholder. The company also
offers a clean balance sheet with a lean operation.
It would be a great opportunity, said Andrew Golomb, analyst with Morningstar Inc.
Im surprised this didnt happen sooner. But I think some firms wanted to wait to see
how the Berbee acquisition went and the realignment of the sales staff. And Dearborn is
a strong firm and has the wherewithal to get such a deal done.
The 23-year-old CDW buys computers and related equipment from such manufacturers as
Hewlett-Packard Co., IBM Corp. and Apple Computer Inc. and markets them to small and
mid-size businesses, governments and school systems, customizing the products and
offering other services.
Last year, CDW earned $266.1 million on sales of $6.8 billion. The stock, which has
traded as low as $50.28 in the past 52 weeks, topped its previous 52-week high of
$79.71.
dailyherald.com
CDW agrees to acquisition by Madison Dearborn for $7.3 bil.
(http://www.suntimes.com/business/405034,cdw052907.article)
May 29, 2007
BY ASSOCIATED PRESS
CDW Corp. on Tuesday announced that the distributor of hardware, software and technology
accessories has agreed to be acquired by a private equity company in a $7.3 billion deal.
Under the agreement with Chicagos Madison Dearborn Partners LLC, CDW shareholders will receive
$87.75 in cash for each share of common stock, CDW said in a news release issued after the close of
business.
CDW said thats a 16.1 percent premium over the Vernon Hills-based companys $75.56 closing share
price Friday and a premium of approximately 31.4 percent over the average closing share price
during the previous 90 trading days.
Earlier Tuesday, CDWs shares rose to $83.11, a seven-year high, after The Wall Street Journal
reported it was in talks to be acquired.