Insight Enterprises Inc. to Acquire Action plc — a Leading Direct Marketer of IT Products in the United Kingdom

Business Wire, Sept 3, 2001

Business Editors/High-Tech Writers

TEMPE, Ariz.--(BUSINESS WIRE)--Sept. 3, 2001

Insight Enterprises Inc. (Nasdaq: NSIT) ("Insight Enterprises" or the "company") Monday announced that it has reached an agreement with a United Kingdom-based direct marketer, Action plc (LSE: ACS) ("Action"), on the terms of a recommended cash offer (the "offer") for all of the issued and to be issued share capital of Action.

The offer for each Action share will be 80 pence (approximately $1.16) in cash and values Action's entire existing share capital at approximately $39 million. Insight Enterprises is a holding company with two operating units, Insight Direct Worldwide Inc. ("Insight") and Direct Alliance Corp.

As is customary in the United Kingdom, the offer will become unconditional upon acceptance by the holders of not less than 90 percent of the Action shares (although Insight Enterprises, at its option, can reduce this requirement to not less than 50 percent of the Action shares) and satisfaction of certain other conditions.

Irrevocable commitments or indications of intent to accept the offer have been received from the directors of Action and certain other Action shareholders in respect of in aggregate 14,260,306 Action shares, representing approximately 42.5 percent of Action's existing share capital.

Commenting on the offer, Timothy A. Crown, chief executive officer of Insight Enterprises said, "The integration of Action's operations with those of Insight provides the necessary base of operations to make Insight one of the leading suppliers of computers and computer-related products in the United Kingdom.

"Additionally, this transaction helps Insight to solidify its position as a leading global direct marketer of brand name IT products with operations in both North America and Europe. Action's business is highly complementary to our own, having built a strong position within the United Kingdom as one of the leading direct marketers of IT products with an extensive list of high-quality customers.

"In 1999, due to adverse business conditions at Action, we were unable to complete a merger with Action. However, we still believe in the compelling rationale for the combination of our companies and are pleased to announce this transaction today."

Commenting on the offer, Henry Lewis, chairman of Action said, "Success in the marketing of IT products is increasingly dependent on scale. The offer is based on a compelling strategic rationale for Insight Enterprises and Action and provides an attractive premium for Action's shareholders.

"The combination of Action's business activities with those of Insight will create a genuinely global business and enable the combined group to develop further its activities in Europe."

Key Benefits of the Offer

The offer presents an important opportunity to:

-- Create a leading global direct marketer of brand name IT products to
business customers in the United States, Canada, the United Kingdom and Western
Europe;

-- Consolidate Action's position as one of the largest independent direct
marketers of IT products in the United Kingdom through the integration of
Insight's existing operations, thereby forming a strong platform for Insight's
European growth objectives;

-- Increase buying power;

-- Enhance sales growth by implementing Insight's successful account management
and proven outbound telemarketing strategies and leveraging Action's extensive
online and business customer relationships;

-- Realize cost savings through operational synergies; and

-- Capitalize on the sales and marketing expertise of Action and Insight.

In addition, the acquisition is expected to be accretive to Insight Enterprises' earnings per share in its fiscal year 2002. This statement should not be taken to mean that Insight Enterprises' earnings per share for any financial period ending after the date hereof (including fiscal 2001) will be higher than that for prior periods.

Certain statements in this release may be "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995.

These forward-looking statements may include projections of matters that affect sales, gross profit, operating expenses or net earnings; projections of capital expenditures; projections of growth; hiring plans; plans for future operations; financing needs or plans; plans relating to the company's products; and assumptions relating to the foregoing.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking information.

Some of the important factors that could cause the company's actual results to differ materially from those projected in forward-looking statements made by the company include, but are not limited to, the following: fluctuations in operating results, intense competition, reliance on outsourcing arrangements, mix of outsourcing arrangements, past and future acquisitions, international operations, risk of business interruption, management of rapid growth, need for additional financing, changing methods of distribution, reliance on suppliers, changes in supplier reimbursement programs, rapid change in product standards, inventory obsolescence, dependence on key personnel, sales and income tax uncertainty and increasing marketing, postage and shipping costs.