Exhibit 99.2
JAE All-Coworker E-Mail
052907
TO: All CDW Coworkers (US and Canada), All Berbee Coworkers
FROM: John Edwardson
SUBJECT: An Exciting New Chapter for CDW
A New Chapter: CDW Announces Agreement to Be Purchased by Madison Dearborn Partners.
Highlights:
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Upon closing, Chicago-based private equity firm Madison Dearborn Partners will pay $7.3
billion, or $87.75 per share, to acquire all of the outstanding shares of CDW, thus making
CDW a private company. |
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MDP is committed to investing in our long-term growth strategies while remaining true
to our culture. |
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Our objectives, strategies and values remain unchanged. |
I have some major news to announce. After a long process, we have signed an agreement to be
purchased by Madison Dearborn Partners, LLC, a Chicago-based private equity investment firm, for
$7.3 billion, or $87.75 per share. Upon closing of this transaction, which is subject to
shareholder approval and other customary closing conditions, we will be owned by MDP, and shares of
CDW will no longer be traded publicly. MDP believes in CDW and is making a significant financial
investment in our company based on their belief in us.
Before I go on, I want to explain that we were unable to comment on the transaction until the
agreement was signed, which happened this afternoon. Thank you for understanding that as a public
company, we cannot comment on rumors, even to our own coworkers.
Our Success
I said MDP believes in CDW, but its really you, our coworkers, that they see as the engine of our
success and growth. Several members of our senior management team and I have spent hundreds of
hours with MDP and their advisors, and its clear they are impressed by the service you provide our
customers and the value that you have built in this company.
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They look at our growth prospects, our great brand and our strong cash flow, and they
see a great investment that they are committed to supporting. |
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They are on board with our growth strategies, including growing our sales team,
enhancing our customer experience and expanding the Berbee platform across the U.S. |
What This Means for You
While this sounds like a big change and it is please keep in mind that our goals, strategies
and values remain unchanged.
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Youll still work for the same company with the same manager in the same building and
serve the same customers. |
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MDP has agreed, at a minimum, to preserve current base salary and benefit levels, at
least through 2008. We will continue with the PMP process to determine yearly salary
adjustments. |
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Cash bonuses and cash incentive plans will continue to be established by management
subject to business goals and personal performance. |
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If the transaction is approved and customary closing conditions are satisfied, upon
closing all stock options and restricted stock will vest. Option holders will be paid an
amount in cash equal to the buyout price of $87.75 per share minus the exercise price of
their options less applicable taxes. If you own shares directly, through the ESPP or
through restricted stock, you will receive $87.75 per share less applicable taxes. |
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We expect no job reductions as a result of the transaction. MDP is attracted to our
success and the value that our coworkers have built in this company. |
Why This is Happening and What Happens Next
Our Board was initially approached by a party interested in discussing a potential transaction.
Private equity firms manage money that is invested privately instead of through public markets like
the New York Stock Exchange or the NASDAQ.
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The Board went through an evaluation process with several potential buyers. MDP
offered the highest price. |
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Our Board believes this is a compelling opportunity to immediately maximize shareholder
value and is recommending that shareholders approve the transaction at a special meeting
that will be scheduled in the next couple of months. |
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Michael Krasny has agreed to vote his shares in favor of the transaction. |
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We expect the transaction to be completed late in the third quarter or early in the
fourth quarter of 2007. |
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Meanwhile, since this has not been a public process until now, our Board will approach
potential buyers to determine if there is an offer with a higher price. This is called a
go shop period and is expected to last 30 days. |
Management
Im sure you have many questions about this announcement. Let me answer one of them right now: I
plan to stick around. Because of the way these transactions work, we dont conduct discussions
between a buyer and senior executives about whether or not the executives will stay until later in
the process. That said, one of the considerations for MDP was the strength of our management
team. One of MDPs investment principles is to invest in companies with outstanding management
teams, and their intent is to keep the management team intact.
For now...
Please remember that as of now, this is simply a proposed transaction. We are still a public
company and are required to operate as such.
For any other questions you may have, check the FAQ on Coworkernet. Also, many of you will be
meeting with your EC members or directors throughout the week. And as always, feel free to send me
an e-mail or stop by my office. The most important thing to remember is to stay focused on doing
what you do best serving our customers. Lets show our potential owners-to-be that...
Nobody Does It Better!
CDW Corporation will file with the Securities and Exchange Commission (the SEC), and furnish to
its shareholders, a proxy statement soliciting proxies for the meeting of its shareholders to be
called with respect to the proposed merger between CDW and Madison Dearborn Partners, LLC. CDW
SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. CDW shareholders and other interested parties will
be able to obtain, without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SECs website at http://www.sec.gov. CDW
shareholders and other interested parties will also be able to obtain, without charge, a copy of
the proxy statement (when available) 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 CDWs 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 merger. Information regarding the persons who may
be considered participants in the solicitation of proxies will be set forth in CDWs proxy
statement relating to the proposed merger when it is
filed with the SEC. Information regarding certain of these persons and their beneficial ownership
of CDW common stock as of March 31, 2007 is also set forth in CDWs proxy statement for its 2007
Annual Meeting of Shareholders, which was filed with the SEC on April 16, 2007.
Statements about the expected timing, completion and effects of the proposed merger between CDW and
Madison Dearborn Partners, LLC, and all other statements in this filing 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
CDWs Annual Report on Form 10-K for the year ended December 31, 2006.