March 25, 2019

March 22, 2019

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Upcoming/New CFIUS Filing: AGC Networks and Black Box Corporation

Status:  Upcoming/New Filing

Acquirer:  AGC Networks Ltd. (India)

Acquired:  Black Box Corporation (US)

Value:  Approximately US$16.3 Million

Industry:  Technology Services; Network and Data Solutions

On November 11, 2018, AGC Networks Pte. Ltd., a Singapore wholly-owned subsidiary of global solutions integrator AGC Networks Ltd, and Black Box Corporation, a US based and publicly traded technology communications and infrastructure solutions provider, announced today that they have entered into a merger agreement pursuant to which “AGC Singapore would acquire all the outstanding shares of Black Box for $1.08 per share in cash, subject to customary closing conditions and regulatory approvals.” (Press Release, Black Box Corp. Form 8-K, Ex-99.1, Nov. 13, 2018, SEC Filing.)  “The combination with Black Box will provide a substantial increase in AGC’s presence and offerings in North America.” (Id.) Under the merger agreement, the parties have set a goal of filing a Declaration with CFIUS under the new Pilot Program by November 16, 2018.  (See Section 6.1(f), Agreement and Plan of Merger, Black Box Corp. Form 8-K, Ex-2.1, Nov. 13, 2018, SEC Filing.) “Additionally, although clearance by the Committee on Foreign Investment in the United States (“CFIUS”) is not a condition to the consummation of the Offer, if the [Black Box Corporation] terminates the Merger Agreement because of a failure to satisfy certain conditions of the Offer due to CFIUS, then [AGC Networks] will be required to pay [certain Black Box Corporation expenses].”  (Black Box Corp. Form 8-K, Ex-2.1, Nov. 13, 2018, SEC Filing.)

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