INGRAM MICRO INC. (NYSE:IM) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

The information set forth in the Introduction above and Item5.01
below is incorporated herein by reference.

On December 5, 2016, the amendments to the Companys revolving
senior unsecured credit facility, trade accounts receivable
backed financing program and senior unsecured notes indentures
described in Item 2.03 of the Companys Current Report on Form 8-K
filed with the SEC on October 19, 2016, which is incorporated
into this Item 2.03 by reference, became effective.

As a result of the Merger, each share of Ingram Micros common
stock issued and outstanding immediately prior the effective time
of the Merger was cancelled and, other than the Excluded Shares,
was converted into the right to receive the Per Share Merger
Consideration. Accordingly, on December 5, 2016, Ingram Micro
notified the New York Stock Exchange (the NYSE) that shares of
Ingram Micros common stock should be removed from listing on the
NYSE and requested that the NYSE file with the SEC a Form25 to
report the delisting of Ingram Micros common stock from the NYSE.
Shares of Ingram Micros common stock will be removed from listing
on the NYSE prior to market open on December 6, 2016. Also, on
December 5, 2016, the NYSE filed the Form 25 with the SEC in
order to provide notification of such delisting and to effect the
deregistration of Ingram Micros common stock under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the Exchange
Act).

As a result of the consummation of the Merger on December 5,
2016, each share of Ingram Micros common stock issued and
outstanding immediately prior the effective time of the Merger
(other than the Excluded Shares) was converted into the right to
receive the Per Share Merger Consideration.

At the effective time of the Merger: (i) each outstanding share
of common stock (other than Excluded Shares) was converted into
the Per Share Merger Consideration, (ii) each of the Companys
fully vested options was cancelled and converted into the right
to receive an amount equal to the excess, if any, of the Per
Share Merger Consideration over the per share exercise price of
such option, (ii) each of the Companys fully vested restricted
stock units was cancelled and converted into the right to receive
an amount equal to the Per Share Merger Consideration, (iii) each
of the Companys unvested options was cancelled, and the holder
became eligible to receive an amount equal to the excess, if any,
of the Per Share Merger Consideration over the per share exercise
price of such option, payable in installments to a vesting
schedule set forth in the Merger Agreement and (iv) each share of
the Companys restricted stock and each of the Companys unvested
restricted stock units was cancelled, and the holder became
eligible to receive an amount equal to the Per Share Merger
Consideration for each such cancelled share to a vesting schedule
set forth in the Merger Agreement. With respect to any of the
Companys restricted stock units that were subject to the
achievement of performance metrics, such performance metrics were
deemed to have been achieved at target as of the effective time
of the Merger.

The information set forth in the Introduction above and Item5.02
below is incorporated herein by reference. Tianjin Tianhai funded
the Per Share Merger Consideration through a combination of
Tianjin Tianhais existing cash and cash equivalents, equity
investments by other investors and debt financing. As of the
effective time of the Merger, all of the issued and outstanding
common stock of Ingram Micro is beneficially owned by Tianjin
Tianhai.

This description of the Merger does not purport to be complete
and is qualified in its entirety by reference to the Merger
Agreement, which is incorporated herein by reference to Exhibit
2.1 of Ingram Micros Current Report on Form 8-K filed with the
SEC on February 17, 2016 and Exhibit 2.1 of Ingram Micros Current
Report on Form 8-K filed with the SEC on November 10, 2016.

In connection with the consummation of the Merger, all of the
directors of Ingram Micro as of immediately prior to the
effective time of the Merger resigned from their positions as
directors of the Company, effective as of the effective time of
the Merger. Immediately following the effective time of the
Merger, Cai Jian, director of Merger Sub, resigned as the
Companys sole director, and Xiangdong Tan, Bharat Bhise, Alain
Moni, Dale Laurance, Jim McGovern, William Humes and Larry Boyd
were appointed to the board of directors of the Company.

to the Merger Agreement, the incumbent officers of the Company
immediately prior to the effective time of the Merger continue as
officers of the Company after the effective time of the Merger.

Effective December 16, 2016, William Humes and Larry Boyd will
leave their positions as chief financial officer and executive
vice president, secretary and general counsel, respectively. If
each signs a general release, each will be eligible to receive
the following benefits specified in the Companys Executive Change
in Control Plan: (i) a lump sum cash separation payment equal to
twice his salary and target bonus; (ii) a pro-rated bonus for
2016; (iii) payments for health insurance coverage for 12 months;
(iv) outplacement services; and (v) accelerated vesting of
outstanding equity awards.

Effective December 16, 2016, Gina Mastantuono will become the
Companys chief financial officer, and Augusto Aragone Coppola
will become executive vice president, secretary and general
counsel for the Company. Both officers will report to chief
executive officer Alain Moni.

Ms. Mastantuono, 46, joined Ingram Micro as executive vice
president, finance, in April, 2013. She has been responsible for
financial planning, controllership, analysis, SEC reporting, and
treasury. Before joining Ingram Micro, Ms. Mastantuono spent six
years at Revlon, most recently as senior vice president, chief
accounting officer, controller, and international chief financial
officer.

In connection with the Merger, Ingram Micros certificate of
incorporation and bylaws were amended and restated in their
entirety. Copies of Ingram Micros amended and restated
certificate of incorporation and amended and restated bylaws are
attached as Exhibits 3.1 and 3.2, respectively, hereto and are
incorporated herein by reference.

A copy of the press release announcing the completion of the
Merger is attached as Exhibit99.1 hereto and incorporated herein
by reference.

(d) Exhibits

About INGRAM MICRO INC. (NYSE:IM)

Ingram Micro Inc. (Ingram Micro) is engaged in the distribution of information technology (IT) products, supply chain services and mobile device lifecycle services around the world. The Company distributes and markets technology products all over the world from the industry’s computer hardware suppliers, mobility hardware suppliers, software publishers, consumer electronics (CE), automatic identification and data capture (AIDC)/point-of-sale (POS), and physical security products. It has operations in approximately 45 countries. The products include IT peripherals, digital signage products, CE products, AIDC/POS products, physical security products, services provided by third parties and resold by the Company, components, and supplies and accessories. The Company’s distribution services enables its suppliers to reach base of resellers, while providing resellers with multi-vendor solutions, integration services, electronic commerce tools, technical support and inventory management.

INGRAM MICRO INC. (NYSE:IM) Recent Trading Information

INGRAM MICRO INC. (NYSE:IM) closed its last trading session up +0.01 at 38.89 with 6,101,886 shares trading hands.