UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 20, 2018

 

 

Black Box Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-18706   95-3086563

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1000 Park Drive

Lawrence, Pennsylvania

    15055
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s telephone number, including area code: (724) 746-5500

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

As previously announced on November 11, 2018, Black Box Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), and Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (“Merger Sub”, and, together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”). Pursuant to the terms of the Merger Agreement, Top Parent, Parent and BBX Intermediate agreed to cause Merger Sub to commence a tender offer (as it may be extended, amended or supplemented from time to time, the “Offer”) to purchase any and all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price of $1.08 per Share, net to the holder thereof, in cash, without interest thereon (such amount, the “Offer Price”). The Merger Agreement also provides, among other things, that, following the completion of the Offer, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of BBX Intermediate, all upon the terms and subject to the conditions set forth in the Merger Agreement.

On December 20, 2018, the Company and the Parent Entities entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”). Pursuant to the Merger Agreement Amendment, the Offer Price was increased from $1.08 per Share to $1.10 per Share, net to the holder thereof, in cash, without interest thereon, in accordance with the terms and conditions of the Offer (as so amended).

The foregoing description of the Merger Agreement Amendment contained in Item 1.01 of this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding its terms and is qualified in its entirety by the terms and conditions of the Merger Agreement Amendment Except for the Merger Agreement Amendment’s status as a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein, the Merger Agreement Amendment is not intended to be a source of factual, business, or operational information about the parties.

Item 8.01 Other Events.

Also under the terms of the Merger Agreement, on December 20, 2018, the expiration of the Offer was extended and the Offer will now expire at midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019. The Offer was previously scheduled to expire at midnight (i.e., one minute after 11:59 p.m.), New York City time, on Wednesday, December 19, 2018. All terms and conditions of the Offer, other than the Offer Price and the original expiration time, remain the same.

Attached as Exhibit 99.1 is a copy of the joint press release issued by the Company and AGC Networks Limited (BSE: 500463 and NSE: AGCNET) on December 20, 2018 announcing the execution of the Merger Agreement Amendment and the extension of the Offer.

As previously disclosed in the Company’s Current Report on Form 8-K, filed November 13, 2018 with the Securities and Exchange Commission (the “SEC”), the Company and certain direct and indirect wholly owned subsidiaries of the Company (the “Guarantors”, and together, with the Company, the “Loan Parties”) have entered into a Consent Agreement (the “Consent Agreement”) with PNC Bank, National Association (“PNC”), certain other lenders party thereto (the “Lenders”) and PNC as administrative agent for the Lenders (in such capacity, the “Agent”). The Consent Agreement expires on December 31, 2018, unless extended by the Agent. The Company has requested that the Agent extend the Consent Agreement to January 8, 2019 in order to accommodate the extension of the expiration of the Offer. The effectiveness of the Consent Agreement is a condition to the consummation of the Offer and the Merger.

Additional Information and Where to Find It

The Offer is being made pursuant to a Tender Offer Statement on Schedule TO (the “Schedule TO”), containing an offer to purchase, a form of letter of transmittal and other documents relating to the Offer (collectively, the “Offer Materials”), filed by the Parent Entities with the SEC on November 21, 2018, as amended from time to time. The Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer on November 21, 2018, as amended from time to time (the “Schedule 14D-9”). This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of the Company or any other securities. THE OFFER MATERIALS AND THE SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD

 

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CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer named in the Schedule TO.

Cautionary Forward-Looking Statements

All of the statements in this document, other than historical facts, are forward-looking statements, including, without limitation, the statements made concerning the pending acquisition of the Company by the Parent Entities, and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with respect to the tender offer, the merger and related transactions, including, for example, the timing of the completion of the merger and the potential benefits of the merger, reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) uncertainties as to how many stockholders of the Company will tender their shares of the Company’s common stock in the tender offer; (iii) the possibility that competing acquisition proposals will be made; (iv) the possibility that the Company will terminate the merger agreement to enter into an alternative business combination, refinancing, or other recapitalization transaction; (v) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived; (vi) the risk that the merger agreement may be terminated in circumstances requiring the Company to pay a termination fee; (vii) risks related to the filing or filings to be made with CFIUS, and unanticipated developments in related law; (viii) the possibility that the transactions contemplated by the merger agreement may not be timely completed, if at all; (ix) the risk that, prior to the completion of the transactions contemplated by the merger agreement, if at all, the Company’s business and its relationships with employees, collaborators, vendors and other business partners could experience significant disruption, whether due to uncertainty related to the tender offer, the merger and related transactions or otherwise, continued degradation in the Company’s financial performance, or other factors; (x) the risk that the Parent Entities’ equity financing, debt financing or both are unavailable to complete the tender offer or the merger; (xi) the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; (xii) the risk that the Company does not generate sufficient cash flow from operations to meet its obligations during the period prior to the completion of the transactions contemplated by the merger agreement; (xiii) the risks and uncertainties pertaining to the Company’s business; and (xiv) other factors included elsewhere in the Company’s public periodic filings with the SEC, as well as the tender offer materials filed and to be filed by the Parent Entities in connection with the tender offer. Other factors that could cause actual results to differ materially include those set forth in the Company’s SEC reports, including, without limitation, the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, the Current Report on Form 8-K, filed July 2, 2018 and the Current Report on Form 8-K, filed November 13, 2018, each of which are on file with the SEC. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov, on the Company’s website at https://www.blackbox.com/ under the Investor Relations section or upon request via phone at 724-873-6788. The Company disclaims any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.
   Description
2.1    Amendment No. 1 to Agreement and Plan of Merger, dated as of December 20, 2018, by and among Black Box Corporation, AGC Networks Pte Ltd., BBX Main Inc., BBX Inc. and Host Merger Sub Inc.
99.1    Joint Press Release, issued December 20, 2018, by Black Box Corporation and AGC Networks Limited.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BLACK BOX CORPORATION

Date: December 20, 2018

/s/ DAVID J. RUSSO

David J. Russo

Executive Vice President, Chief Financial Officer

and Treasurer (Principal Accounting Officer)

Exhibit 2.1

AMENDMENT NO. 1

TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 (this “ Amendment ”) to the Agreement and Plan of Merger is made and entered into effective as of December 20, 2018, by and among AGC Networks Pte Ltd., a company organized under the laws of Singapore (“ Top Parent ”), BBX Main Inc., a Delaware corporation and a wholly owned Subsidiary of Top Parent (“ Parent ”), BBX Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“ BBX  Intermediate ”), Host Merger Sub Inc., a Delaware corporation  and a wholly owned Subsidiary of BBX Intermediate (“ Merger Sub ”; together with Top Parent, Parent and BBX Intermediate, the “ Parent Entities ” and each, a “ Parent Entity ”), and Black Box Corporation, a Delaware corporation (the “ Company ”).

WHEREAS , the Parent Entities and the Company entered into that certain Agreement and Plan of Merger, dated as of November 11, 2018 (as amended from time to time, the “ Merger Agreement ”), providing for, among other things, the commencement of a tender offer by Merger Sub to purchase any and all of the outstanding shares of Common Stock, par value $0.001 per share, of the Company (the “ Shares ”), at a price of $1.08 per Share, and, as soon as practicable following the Acceptance Time, the merger of Merger Sub with and into the Company in accordance with the DGCL, with the Company surviving the Merger as a wholly-owned Subsidiary of BBX Intermediate;

WHEREAS , pursuant to Section  9.1 of the Merger Agreement, prior to the Acceptance Time, the Merger Agreement may be amended by the parties thereto by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date; and

WHEREAS , upon the authorization and recommendation of the parties’ respective boards of directors, the parties have determined that it is in the best interest of the Offer and the Transactions to amend the Merger Agreement to increase the Offer Price by $0.02, to a total Offer Price of $1.10.

NOW, THEREFORE , in consideration of the mutual agreements contained herein, the Parent Entities and the Company hereby agree to amend the Merger Agreement as follows:

 

1.

Definitions . Capitalized terms used herein but not defined herein shall have the meaning set forth in the Merger Agreement, as amended hereby.

 

2.

Amendment to Definition of “Offer Price” . The defined term “Offer Price,” as set forth in the Recitals of the Merger Agreement and referenced throughout the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“at a price of $1.10 per Share, net to the holder thereof, in cash, without interest thereon (such amount, or any higher amount per Share that may be paid pursuant to the Offer in accordance with this Agreement, being hereinafter referred to as the “ Offer Price ”), all upon the terms subject to the conditions set forth herein.”

 

3.

Representations and Warranties of the Company . The Company has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Amendment, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Amendment and the consummation by it of the Transactions, except that the Merger requires such approvals as are set forth in the DGCL for mergers to be consummated pursuant to Section 251(h). This Amendment has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Amendment by the Parent Entities, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except for the General Enforceability Exceptions.

 

4.

Representations and Warranties of the Parent Entities . Each of the Parent Entities has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Parent Entities of this Amendment have been duly and validly authorized by the respective boards of directors of each of the Parent Entities and by BBX Intermediate as the sole stockholder of Merger Sub, and no other corporate action on the part of any Parent Entity is necessary to authorize the execution, delivery and performance by the Parent Entities of this Amendment. This Amendment has been duly executed and delivered by each of the Parent Entities and, assuming due and valid authorization, execution and delivery of this Amendment by the Company, is a valid and binding obligation of each of the Parent Entities enforceable against each of them in accordance with its terms, subject to the General Enforceability Exceptions. The execution, delivery and performance of this Amendment does not and will not result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit to any party under, or give rise to any right of termination, cancellation, amendment or acceleration of, the Equity Commitment Letter or the Limited Guarantee.

 

5.

Miscellaneous . The provisions set forth in Article IX (Miscellaneous) of the Merger Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment.

[Signatures on Following Page]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

 

AGC NETWORKS PTE LTD.
/s/ Deepak Bansal

Name: Deepak Bansal

Title: Authorized Representative

/s/ Sanjeev Verma
Name: Sanjeev Verma

Title: Authorized Representative

BBX MAIN INC.
/s/ Michael Carney

Name: Michael Carney

Title: Secretary and Treasurer

BBX INC.
/s/ Michael Carney

Name: Michael Carney

Title: Secretary and Treasurer

HOST MERGER SUB INC.
/s/ Michael Carney

Name: Michael Carney

Title: Secretary and Treasurer

BLACK BOX CORPORATION
/s/ Joel Trammell

Name: Joel Trammell

Title: CEO & President

Exhibit 99.1

For Immediate Release

AGC Networks To Increase Its Offer Price to $1.10 Per Share in Cash and Extend Its Tender Offer for Black Box Corporation until January 4, 2019

DALLAS and MUMBAI, India and SINGAPORE and PITTSBURGH — December  20, 2018 — A wholly owned subsidiary of global solutions integrator AGC Networks Ltd (BSE/NSE: AGCNET), AGC Networks Pte. Ltd. in Singapore (“AGC Networks), and Black Box Corporation (NASDAQ:BBOX) today announced that AGC Networks’ indirect wholly owned subsidiary, Host Merger Sub Inc. (“Purchaser”), has increased its offer price with respect to its tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Black Box Corporation (“Black Box”) from $1.08 to $1.10 per Share, net to the holder thereof in cash, without interest and subject to any applicable tax withholding. The increased offer price represents a premium of approximately 3.77% over the closing price of Black Box’s Shares on November 20, 2018, the last full trading day prior to the commencement of the Offer. The expiration date of the Offer will be extended to January 4, 2019, and withdrawal rights will be available until the expiration date.

The increase in the offer price is being made pursuant to an amendment, entered into on December 20, 2018, to the previously announced merger agreement, dated November 11, 2018, between Black Box, Purchaser and certain of Purchaser’s affiliates.

Additionally, as a result of the increase in the offer price, the Offer period has been extended as required by the SEC’s rules and to allow additional time for the satisfaction of the conditions to the Offer.

As of midnight (i.e., one minute after 11:59 p.m.), New York City time, on December 19, 2018, 7,137,166 Shares (excluding 515,140 shares tendered by guaranteed delivery) had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 46.84% of the outstanding Shares. Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the expiration date of the Offer.

Unless extended further, the Offer will now expire at midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019. The Offer was previously scheduled to expire at midnight (i.e., one minute after 11:59 p.m.), New York City time, on Wednesday, December 19, 2018. All terms and conditions of the Offer, other than the offer price and original expiration time, remain the same.

Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials that were filed as exhibits to the Tender Offer Statement on Schedule TO filed by AGC Networks and Purchaser with the Securities and Exchange


Commission (the “SEC”) on November 21, 2018, as amended and supplemented by Amendment No. 1 thereto filed on December 4, 2018. Copies of the Offer to Purchase, Letter of Transmittal and other related materials may be obtained for free from the information agent, Okapi Partners, Inc., toll-free at (212) 297-0720 or collect at (877) 869-0171, or on the SEC’s website at www.sec.gov.

About AGC Networks

AGC Networks is the client’s trusted global technology integrator to architect, deploy, manage and secure their IT environment through customized solutions and services that accelerate their business. AGC partners with the world’s best brands in Unified Communications, Data Center & Edge IT, Cyber Security (CYBER-i) and Digital Transformation & Applications..

For more information regarding AGC Networks, visit www.agcnetworks.com .

About Black Box

Black Box is a leading digital solutions provider dedicated to helping customers design, build, manage and secure their IT infrastructure. Black Box delivers high-value products and services through its global presence and approximately 3,000 team members.

To learn more about Black Box, please visit the website at www.blackbox.com .

Important Additional Information

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of Black Box or any other securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents has been filed with the SEC by AGC Networks and/or its affiliates, and a solicitation/recommendation statement on Schedule 14D-9 has been filed with the SEC by Black Box. The offer to purchase Black Box common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF BLACK BOX ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer.    

In addition, Black Box files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by AGC Networks or Black Box at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. AGC Network’s and Black Box’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov .


Black Box Forward-Looking Statements

All of the statements in this document, other than historical facts, are forward-looking statements, including, without limitation, the statements made concerning the pending acquisition of Black Box by AGC, and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with respect to the tender offer, the merger and related transactions, including, for example, the timing of the completion of the merger and the potential benefits of the merger, reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) uncertainties as to how many Black Box stockholders will tender their shares of Black Box common stock in the tender offer; (iii) the possibility that competing acquisition proposals will be made; (iv) the possibility that Black Box will terminate the merger agreement to enter into an alternative business combination, refinancing, or other recapitalization transaction; (v) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived; (vi) the risk that the merger agreement may be terminated in circumstances requiring Black Box to pay a termination fee; (vii) risks related to the filing or filings to be made with CFIUS, and unanticipated developments in related law; (viii) the possibility that the transactions contemplated by the merger agreement may not be timely completed, if at all; (ix) the risk that, prior to the completion of the transactions contemplated by the merger agreement, if at all, Black Box’s business and its relationships with employees, collaborators, vendors and other business partners could experience significant disruption, whether due to uncertainty related to the tender offer, the merger and related transactions, degradation in Black Box’s financial performance, or other factors; (x) the risk that the equity financing, debt financing or both to be obtained by AGC Networks and/or its affiliates are unavailable to complete the offer or the merger; (xi) the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; (xii) the risk that Black Box does not generate sufficient cash flow from operations to meet its obligations during the period prior to the completion of the transactions contemplated by the merger agreement; (xiii) the risks and uncertainties pertaining to Black Box’s business; and (xiv) other factors included elsewhere in Black Box’s public periodic filings with the SEC, as well as the tender offer materials filed and to be filed by AGC and/or its affiliates in connection with the tender offer. Other factors that could cause actual results to differ materially include those set forth in Black Box’s SEC reports, including, without limitation, the risks described in Black Box’s Annual Report on Form 10-K for its fiscal year ended March 31, 2018, the Current Reports on Form 8-K, filed July 2, 2018 and November 13, 2018, and Black Box’s Quarterly Reports on Form 10-Q for the quarter ended June 30, 2018 and September 29, 2018, each of which are on file with the SEC. Black Box’s SEC filings are available publicly on the SEC’s website at www.sec.gov, on Black Box’s website at https://www.blackbox.com/ under the Investor Relations section or upon request via phone at 724-873-6788. Black Box disclaims any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.


Contacts:

AGC Networks

Mike Carney

Senior Vice President

Phone: 214-258-1612

Email: legal.us@agcnetworks.com

Black Box

David J. Russo

Executive Vice President, Chief Financial Officer and Treasurer

Phone: (724) 873-6788

Email: investors@blackbox.com