ATLANTA, July 25, 2019 (GLOBE NEWSWIRE) -- Pensare Acquisition Corp. (NASDAQ: WRLS), a publicly traded special purpose acquisition company, announced today that it has entered into a definitive agreement to acquire Stratos Management Systems, Inc. and its operating companies, which do business as Computex Technology Solutions (collectively, “Computex” or “Computex Technology Solutions”). Computex is an industry-leading IT service provider of choice focused on helping customers transform their businesses through technology. Computex offers a comprehensive portfolio of managed IT services to a wide range of clients including Unified Communications-as-a-Service (UCaaS), directory and messaging services, enterprise networking, cybersecurity, collaboration, data center, integration, storage, backup, virtualization, and converged infrastructure.
Pensare has also entered in a non-binding Letter of Intent (the “LOI”) to acquire a leading developer of Unified Communications technology.
The planned acquisitions are part of Pensare’s strategy to build a leading national Cloud-Managed Unified Communications and IT Solutions Provider.
Pensare also separately announced today that it has entered into an agreement with a global telecommunications provider.
In addition, Pensare announced the appointment of Graham McGonigal as Chief Operating Officer to help lead the execution of Pensare’s strategy. Mr. McGonigal was formerly Chief Network Officer at Vonage Holdings (NYSE:VG), Chief Operating Officer at MasTec Network Solutions, a division of MasTec Inc. (NYSE:MTZ), and an executive at AT&T.
Darrell Mays, CEO of Pensare, stated, “We are excited about the acquisition of Computex, which we believe is an excellent platform on which to build the premier provider of Cloud-managed Unified Communications IT solutions. We intend to provide these companies with the capital, expertise, and runway they need to capture significant share of this market, particularly businesses with multiple locations.”
Graham McGonigal, newly-appointed Chief Operating Officer of Pensare, added, “I am excited about the opportunity to once again work with Darrell Mays and Bob Willis in building another leading telecommunications service company. We see expansive scale achievable through accelerated, organic growth and investment of capital in Computex as well as through immediately available, accretive acquisitions.”
Sam Haffar, co-founder and CEO of Computex, stated, “We are delighted to partner with Pensare in this transaction, which will provide Computex with access to the public markets as well as additional resources to drive our growth and provide significant benefits to our customers and our employees.”
Summary of Transaction
Pursuant to the terms of the Agreement, at the closing of the proposed transaction, Pensare will acquire Computex for an aggregate of approximately $65 million in cash, stock, and assumed debt, subject to certain adjustments contained in the Agreement. Pursuant to the terms of the LOI, it is proposed that Pensare would acquire the second target company for an aggregate of approximately $49.5 million in cash, stock, and assumed debt, subject to certain adjustments. The price per share for any Pensare stock issued to Computex’s shareholder pursuant to the transaction would be the lower of the market price per share or the lowest per share price paid by any purchaser in any private placement effected by Pensare in connection with the transaction.
The transaction is expected to close in the fourth quarter of 2019. As previously announced, Pensare is seeking shareholder approval of an extension of Pensare’s deadline to complete an initial business combination from August 1, 2019 to December 1, 2019.
The parties expect to complete the proposed transaction upon receipt of Pensare stockholder approval and other customary closing conditions, including that Pensare have a minimum amount of cash at closing, after giving effect to any redemptions by its public shareholders and the proceeds of any private placement effected in connection with the transaction.
About Pensare Acquisition Corp.
Pensare Acquisition Corp. is a special purpose acquisition company that went public on Nasdaq in July 2017 and was formed for the purpose of effecting a merger, acquisition or similar business combination in the telecommunications, media, and technology (TMT) industries. Pensare is led by Chairman Larry Mock, Chief Executive Officer Darrell J. Mays, President Robert Willis, Chief Operating Officer Graham McGonigal, and Chief Strategy Officer David Panton. Pensare’s securities are quoted on the Nasdaq stock exchange under the ticker symbols WRLS, WRLSW, WRLSR and WRLSU. For more information, visit www.pensaregrp.com.
About Computex Technology Solutions
Computex is an industry-leading IT service provider of choice focused on helping customers transform their businesses through technology. Computex offers a comprehensive portfolio of managed IT services to small, medium-sized and enterprise clients including Unified Communications-as-a-Service (UCaaS), directory and messaging services, enterprise networking, cybersecurity, collaboration, data center, integration, storage, backup, virtualization, and converged infrastructure, all powered by two world-class 24x7x365 Network Operations Centers located in the US. The IT services innovator is ranked among the nation’s top MSPs and rated as one of the most highly skilled MSPs in the business. Founded in 1987, Computex is based in Houston, TX. For more information, visit www.computex.net.
