Acquisition of Ingram Micro Draws Intense Scrutiny

By Mike Vizard
Scrutiny of Ingram Micro Deal

The IT channel in the United States just got a startling reminder of how truly global the economy has become with the acquisition of Ingram Micro by a $90 billion Chinese conglomerate. The Tianjin Tianhau Investment Co., an arm of HNA Group, a multinational company with interests in a number of shipping companies and an airline, has agreed to acquire Ingram Micro for about $6 billion in cash.

The premium of more than 30 percent based on the $4 billion valuation of Ingram Micro stock is creating speculation about the reasons the deal is even being considered in the first place.  Theories span everything from macroeconomic issues—such as the need to move cash outside of China as the Yuan continues to weaken—to the amount of capital global distributors will actually need to provide value-added services in the age of the cloud.

While the deal is not expected to close until the second half of 2016, the value of Ingram stock already rose 22 percent in value this week in the wake of the deal’s announcement. Morgan Stanley, which advised Ingram Micro on the deal, says it makes sense because it creates new distribution opportunities in emerging markets, and, in addition, Ingram Micro and its partners should benefit from the global logistics capabilities that HNA can bring to bear.

More specifics concerning the deal are awaiting the filing of a 10K statement with the U.S. government that is expected in the next few weeks. In the meantime, the fact that one of the largest distributors in the IT industry is being acquired has sparked questions concerning the future of rival distributors such as Tech Data.

The challenge that many of them now face is that in the age of the cloud, they have to make major investments in advance of revenues that now materialize over multiple-year contracts. The ultimate impact that shift has on the balance sheets of both distributors and their partners will no doubt affect their ultimate valuation.

“For the first time, distributors are being asked to invest in advance of revenues,” notes Darren Bibby, an industry analyst with International Data Corp (IDC). “At the same time, there’s also a lot more interest in China about finding ways to move cash out of the country.”

Under terms of the deal, Ingram Micro’s stock will no longer be publicly traded in the United States, which should give the distributor leeway to make more long-term investment decisions.

The irony of the situation, of course, is the more infrastructure and applications that move into the cloud, the less compelling logistics synergies become because the number of things that need to be physically shipped declines. Longer term, distributors could generate much higher margin revenue selling cloud services via the channel, but the level of investment required to provide those services on a global scale is considerable.

Investigating the Deal for Shareholders

Whatever the motivation, some are already questioning whether the deal is actually in the best interest of Ingram Micro shareholders. Based on the fact that the company reported $169 million in Non-GAAP earnings results for its third quarter 2016—a five percent increase year over year—shareholder rights attorneys at Robbins Arroyo LLP immediately announced they are investigating the deal. The law firm also notes that Ingram Micro grew its cloud business by more than 100 percent year-over-year on a constant currency basis in the 2015 third quarter. Similarly, Harwood Feffer LLP, another law firm, also announced that it will investigate the deal on behalf of shareholders.

Moody’s Investor Services, meanwhile, announced this week that it will be reviewing Ingram Micro debt ratings because HNA had not revealed whether existing Ingram Micro debt would be refinanced or assumed in connection with the acquisition.

Barring any other suitors, or efforts to increase the price that HNA will have to pay to acquire Ingram Micro, the deal is likely to pass muster despite any potential IT security concerns. The U.S. government already set a precedent when it allowed Lenovo to acquire the PC and x86 server business of IBM, along with the mobile handset business of Motorola.

As Ingram does not actually manufacture products, it will be difficult to claim that a distributor owned by a conglomerate in China represents any more of a threat to U.S. national security than Lenovo. Nevertheless, with some $23 billion in acquisitions of U.S. companies by Chinese companies already in 2016, the mood in Washington in an election year might be changing. In 2015, the value of those acquisitions totaled $100 billion.

In the meantime, Diane Krakora, CEO of channel consulting firm PartnerPath, says that even though Tianjin Tianhau Investment has pledged to keep the existing Ingram Micro management team in place, Ingram Micro will have its work cut out for it in terms of maintaining partner loyalty. That's especially the case with smaller partners, many of which may decide that a distributor with ties to China represents a customer concern for them—or is simply not a partnership they want to make.

However those decisions are made, Ingram Micro will need to spend the next year or more proving to partners that, as far as they are concerned, nothing is changing.

“We’ve all heard the pledges to existing management teams before,” says Krakora. “The partners are going to be aware that the Ingram Micro management team now has bosses they have to answer to every time they make a decision.”



This article was originally published on 2016-02-19