ScanSource, Inc. (NASDAQ:SCSC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry Into a Material Agreement.

On June28, 2017, a subsidiary of ScanSource, Inc. (the Company)
agreed to acquire all of the outstanding shares of stock of POS
Portal, Inc. (POS) from the Stryker family and the other POS
shareholders. POS is a leading distributor of payment devices and
services in the U.S. payments industry.

The purchase price consists of (i)approximately $144.9 million to
be paid in cash at closing (approximately $13.0 million of which
will be held in escrow to cover indemnity claims), which amount
is subject to working capital and other adjustments, and (ii)an
earn-out payment to be made November30, 2017, of up to
approximately $13.2 million, based on POSs earnings before
interest expense, taxes, depreciation and amortization for the
year ending September30, 2017.

The acquisition agreement contains customary representations,
warranties, covenants and indemnities of the parties for a
transaction of this type. The acquisition agreement further
provides that certain POS shareholders will be restricted from
engaging in certain competitive activities or from soliciting
certain employees.

The acquisition is expected to close following the satisfaction
of, and subject to, customary conditions, including the
expiration or termination of the waiting period under the
Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended,
and the receipt of certain third-party consents.

The inclusion of a description of the acquisition agreement under
Item1.01 of this Current Report on Form 8-K shall not bedeemed an
acknowledgementthat the acquisition agreement is a material
agreement not made, or deemed not to be made, in the ordinary
course of our business.

Item9.01. Financial Statements and Exhibits.

SCANSOURCE, INC. Exhibit
EX-99.1 2 d416080dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   For Immediate Release   Contact:   Media: Melissa Andrews       June 29,…
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About ScanSource, Inc. (NASDAQ:SCSC)

ScanSource, Inc. is a provider of technology products and solutions. The Company and its subsidiaries provide solutions for technology manufacturers and sell to resellers in technology markets, such as point-of-sale (POS) and Barcode, Networking and Security, Communications and Emerging Technologies. It operates through two segments: Worldwide Barcode & Security and Worldwide Communications & Services. The Barcode & Security distribution segment focuses on automatic identification and data capture (AIDC), POS, electronic physical security and three dimensional (3D) printing technologies. The Communications & Services distribution segment focuses on communications technologies and services. As of June 30, 2016, the Company marketed over 100,000 products from approximately 400 hardware and software vendors to approximately 35,000 reseller customers from distribution centers in Mississippi, Virginia, Florida, Mexico, Colombia, Brazil, Belgium, France, Germany and the United Kingdom.