Avnet to Acquire Horizon Technology for $156 million in Cash

Avnet, Inc. announced that through its wholly-owned
subsidiary, Avnet (Holdings) Limited, the Company plans to acquire
Horizon Technology Group PLC in an all cash offer for €1.18
per share, which equates to an equity value of approximately €98.5
million ($156.1 million) and a transaction value of €94.4
million ($149.6 million) assuming a net cash position for Horizon of €4.1M
as of December 31, 2007.

Horizon is a leading technical integrator and
distributor of information technology products in the UK and Ireland.
The transaction, which is subject to, among other things, the completion
of a tender offer under the Irish Takeover Rules and EU merger control
clearance, is expected to close by the end of June 2008.

Horizon’s distribution business markets
enterprise server, storage, networking and security products from
leading vendors including Sun Microsystems, EMC, F5 Networks Juniper,
IBM, and Nortel. With a loyal customer base, a highly efficient ERP
system and a focus on value-add solutions, Horizon has become one of the
largest channel partners to strategic vendors. In addition to the
traditional distribution business, its Client Solutions business unit
partners with major software vendors including BMC, Microstrategy and
SAP to provide a full range of development and implementation services.
In 2007, Horizon had total sales of €288
million and EBITDA of €10.7 million before
unusual items. Horizon will be integrated into Avnet’s
European Technology Solutions (TS) business.

Roy Vallee, Avnet’s chairman and chief
executive officer, commented, “The acquisition
of Horizon will substantially strengthen Technology Solutions’
position in the UK IT distribution market and expand its geographic
coverage into Ireland. Horizon’s leading
position with tier 1 vendors and growing services practices offer an
opportunity to bolster Avnet’s current product
and services offerings in Europe. This acquisition creates exciting
cross selling opportunities and adds scale to our TS business in the
region. We are also very excited about the management and talented team
of people at Horizon that should allow Avnet to accelerate the growth of
Technology Solutions in Europe.”

In compliance with the Irish Takeover Rules, Avnet (Holdings) Limited
will within 28 days mail to Horizon shareholders an offer document which
sets out in full the terms and conditions of the offer. Avnet has
already received irrevocable commitments to accept the offer from
Horizon Directors and certain other shareholders representing 61.35% of
the issued shares. The transaction is expected to be completed by the
end of June and be accreditive to earnings by approximately $0.10 per
share in FY2009, excluding integration charges, and supports Avnet’s
return on capital goals.

John Paget, President of Technology Solutions, added, “The
acquisition of Horizon provides a great opportunity to enhance our value
proposition to both customers and suppliers in EMEA. By investing in
technical resources and focusing on complete solutions, Horizon has been
able to expand its offerings. Its business model is a strong fit with
our strategy to provide more value-add and affords meaningful
opportunities to exchange best practices.”

Banc of America Securities Limited acted as a financial advisor and
Allen & Overy LLP and McCann FitzGerald Solicitors acted as legal
counsel to Avnet in connection with this transaction.

Avnet, Inc.

Horizon Technology Group PLC

MORE ON THIS DEAL 

The boards of Avnet, Inc., Avnet (Holdings) Limited and Horizon Technology Group plc are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Avnet, a wholly owned subsidiary of Avnet, Inc., for the entire issued and to be issued share capital of Horizon (other than Horizon Shares in the beneficial ownership of Avnet on the date the offer is made) (the "Offer").

Under the terms of the Offer, Horizon Shareholders will be entitled to receive €1.18 in cash for each Horizon Share.

The Offer values the entire issued and to be issued share capital of Horizon at approximately €101.3 million.

The Offer represents a premium of approximately:

• 153.8 per cent. to the Closing Price of €0.465 per Horizon Share on 12 March 2008, being the last Business Day before the commencement of the Offer Period; and
• 60.1 per cent. to the average daily Closing Price of €0.737 per Horizon Share for the six month period before the commencement of the Offer Period.

The Horizon Directors, who have been so advised by Davy Corporate Finance, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Horizon Shareholders accept the Offer, as the Horizon Directors and certain of their associates have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial interests and holdings, being in aggregate 32,466,272 Horizon Shares, representing approximately 39.44 per cent. of the issued share capital of Horizon. In providing its advice, Davy Corporate Finance has taken into account the commercial assessments of the Horizon Directors.

Avnet has received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Horizon Directors and certain of their associates as well as irrevocable undertakings from certain other Horizon Shareholders, in respect of, in aggregate, 50,505,578 Horizon Shares, representing 61.35 per cent. of the issued share capital of Horizon. The undertakings from the Horizon Directors and certain of their associates remain binding in the event of a competing offer being made for Horizon. The undertakings from the Horizon Shareholders (other than the Horizon Directors and certain of their associates) remain binding in the absence of a competing bid for a consideration which represents an improvement of 10 per cent. or more in the value of the consideration offered by Avnet.

The Avnet Group is one of the largest distributors of electronic components, computer products and technology services and solutions with more than 300 locations serving more than 70 countries worldwide. The company markets, distributes and optimizes the supply-chain and provides design-chain services for the products of the world’s leading electronic component suppliers, enterprise computer manufacturers and embedded subsystem providers. The Avnet Group brings a breadth and depth of capabilities, such as maximizing inventory efficiency, managing logistics, assembling products and providing engineering design assistance for its 100,000 customers, accelerating their growth through cost-effective, value-added services and solutions. For the fiscal year ended 30 June 2007, Avnet, Inc. generated revenue of U.S.$15.7 billion. Avnet, Inc. is a public company listed on the New York Stock Exchange since 1960.

Horizon is a leading technical integrator and distributor of information technology products in the UK and Ireland. In the United Kingdom, Horizon focuses exclusively on the provision of enterprise infrastructure and services. It assists customers, usually via a system integrator, in implementing IT strategies through the provision of IT infrastructure, development and consulting services. In Ireland, Horizon operates in the enterprise solutions market and assists customers in implementing IT strategies through the provision of IT infrastructure, applications software development, implementation consulting and support services. For the fiscal year ended 31 December 2007, Horizon generated revenue of €288 million. Horizon is a public company listed on the Irish and London Stock Exchanges since 1999.

The Offer is conditional, amongst other things, on the receipt of EU merger control clearance.

Commenting on the Offer, Roy Vallee, Chairman and Chief Executive Officer of Avnet, Inc. said:" The acquisition of Horizon will strengthen Avnet Technology Solutions’ position in the UK IT distribution market and expand its geographic coverage into Ireland. Horizon’s position with tier 1 vendors and growing services practice offers an opportunity to bolster Avnet’s current product and services offerings in Europe. This acquisition creates exciting cross selling opportunities and adds scale to our Avnet Technology Solutions business in the region. We are also excited about the management and talented team of people at Horizon that will allow Avnet to accelerate the growth of Avnet Technology Solutions in Europe."

Commenting on the Offer, Samir Naji, Chairman of Horizon, said::" We are delighted to announce this transaction which is being unanimously recommended by the Horizon Board. The Offer represents a substantial premium for Horizon’s shareholders and, as an all cash offer, provides certainty of value in highly uncertain markets. The value ascribed to this offer recognises the intrinsic value and strength of Horizon’s business, which has been built through the commitment of a dedicated team over many years."

Banc of America Securities is acting as exclusive financial adviser to Avnet, Inc. and Avnet in respect of the Offer. Allen & Overy LLP and McCann FitzGerald are acting as legal advisers to Avnet, Inc. and Avnet.

Davy Corporate Finance is acting as exclusive financial adviser to Horizon in respect of the Offer. William Fry is acting as legal adviser to Horizon.