DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☒		Soliciting Material Pursuant to §240.14a-12

TECH DATA CORPORATION

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter sent by Rich Hume, CEO, to employees of Tech Data Corporation on November 27, 2019

LOGO

Dear Colleague,

I have more good news to report about our transaction with Apollo. We are announcing today that, following unanimous approval by our Board of Directors, we have entered into a revised agreement with Apollo in which they have increased the purchase price for Tech Data to $145 per share in cash. This represents an increase of 11.5% from the $130 per share in cash in the original agreement we announced earlier this month.

As you may recall, when we first announced our transaction with Apollo on November 13, we said that as part of our commitment to maximizing shareholder value there was a period of time in which we could receive a topping bid from another party. And, in fact, that is what happened over the last week — we received an offer from another bidder that then led to the increased price and improved terms from Apollo.

It is a compliment to all of you that two different bidders were trying to acquire Tech Data. Clearly, these proposals are an acknowledgement of what we have achieved and how we have successfully positioned our company for long-term growth. And they are a testament to the hard work and effort of everyone at Tech Data.

Importantly, as I said before, Apollo clearly recognizes the talent and commitment of our team and believes our capabilities and global infrastructure provide a great platform for growth. We will become a privately held company following the close of the transaction, and we will continue to be headquartered in Clearwater, Florida, and operate under the Tech Data name. Our management team is expected to remain in place and we will continue to run our businesses as we always have. The transaction is expected to close in the first half of calendar year 2020, subject to customary closing conditions and the receipt of required regulatory approvals.

As we move forward, we will continue to operate our business as usual. The best thing we can all do is to remain focused on our day-to-day roles and responsibilities. Again, the interest in our company and our acquisition by Apollo is a testament to your hard work and commitment to excellence. The future is bright for Tech Data and I am excited to see what we will achieve together.

Sincerely,

Rich

FORWARD-LOOKING STATEMENTS

This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from Tech Data’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which Tech Data is unable to predict or control, that may cause Tech Data’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risks and uncertainties related to the proposed merger include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure of the parties to satisfy conditions to completion of the proposed merger, including the failure of Tech Data’s shareholders to approve the proposed merger or the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated; and the risks, uncertainties, and other factors detailed from time to time in Tech Data’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with the Securities and Exchange Commission (the “SEC”).

Many of these factors are beyond Tech Data’s control. Tech Data cautions investors that any forward-looking statements made by Tech Data are not guarantees of future performance. Tech Data disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Tech Data will file with the SEC and mail to its shareholders a proxy statement in connection with the proposed merger. Tech Data urges its shareholders to read the proxy statement when it becomes available because it will contain important information regarding the proposed merger. You may obtain a free copy of the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. You also may obtain the proxy statement (when available) and other documents filed by Tech Data with the SEC relating to the proposed merger for free by accessing Tech Data’s website at www.techdata.com via the “SEC Filings” page, by clicking on the link for “About”, and then clicking on the link for “Investor Relations” and selecting “Financials”.

PARTICIPANTS IN THE SOLICITATION

Tech Data and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Tech Data’s shareholders in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the proposed merger will be included in the proxy statement when it is filed with the SEC. You may find additional information about Tech Data’s directors and executive officers in Tech Data’s proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 25, 2019. You can obtain free copies of these documents from Tech Data using the contact information above.

NO OFFER OR SOLICITATION

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.