nsit-dfan14a_20190604.htm

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The following information was posted on Insight Enterprises, Inc.’s websites on June 24, 2019.

Insight has announced plans to acquire PCM, a multi-vendor provider of technology solutions, increasing our global footprint, mid-market and corporate expertise, and services capabilities.

Insight announces plans to acquire PCM, Increasing Global Reach and Significantly Increasing the Client Base for Mid-Market and Corporate Accounts

The acquisition will give Insight greater opportunity to provide more industry-leading solutions to its clients, expand its global reach and enhance our value proposition to clients, partners, teammates and shareholders.

Insight announced plans to acquire PCM, expanding its footprint in the United States, Canada and the United Kingdom, and strengthening its position in the mid-market and corporate spaces.

We’re broadening the scope of clients we can serve and are creating bigger opportunities to help businesses run smarter. By agreeing to aquire PCM, we plan to add valuable teammates, deep client relationships and industry expertise to expand our

global reach and services capabilities.

At a time when customers are increasingly in need of full-service solutions to help them both manage business today and transform it for the future, we continue to make significant investments to distinguish Insight as a provider businesses can depend on and trust.

With greater resources and a larger client base, together, we’ll be able to offer our partners an even stronger salesforce around the world.

The integration of our consulting, technical and managed services offerings will provide our combined clients access to deeper technical skills.

We’re significantly increasing our business in Canada and adding scale to our already strong United Kingdom and United States businesses.

“Together with PCM, we will be even better positioned to capitalize on our solution area investments through the addition of more technical and sales resources.”

“The addition of PCM complements our business, adding scale in the mid-market and corporate space in North America.”

“The addition of PCM complements our business, adding strength in the mid-market and corporate space in North America.”

“The addition of PCM complements our business, adding scale in the mid-market and corporate space in North America.”

The attached communication was sent to global leadership of Insight Enterprises, Inc. on June 24, 2019.

This morning, Insight announced its agreement to acquire PCM. You can read the press release here.

Throughout the day, there will be additional communications with further information sent to our teammates, partners and clients.

Before the communications get underway, we’d like to pull our global leadership team together to provide a helpful overview you can share with your teams, as they may have questions.

Please join us for this important call at 7:30 a.m. AZ Time. Call-in details are listed below.

The attached communication was sent to employees of Insight Enterprises, Inc. on June 24, 2019.

Insight announces definitive agreement to acquire PCM

Today, we’re very pleased to announce that Insight has signed an agreement to acquire PCM, which will allow us to offer even more clients the solutions they need.

This is a promising opportunity for our companies to achieve a powerful position in the industry, as PCM is a multi-vendor, global provider of technology solutions, including hardware, software and services. Combining their strength with Insight’s, we will become a company with more than $9 billion in net sales with more than 11,000 teammates globally, serving more than 150,000 clients spanning public sector, commercial mid-market large corporate, and global enterprises.

This merger will allow us to enhance our value proposition to our clients, partners, teammates and shareholders.

Insight’s addressable market in North America will grow.

Once integration moves forward, the focus will be on systems, tools and processes that drive organizational efficiency, improve client experience and streamline our selling motion. Insight’s four-solution-area strategy will continue to drive our business. The inside sales alignment to Insight’s existing inside sales motion will significantly augment our growth and include full incorporation of Insight best practices and go-to-market along with any relevant best practices we discover from PCM.

While today marks an important milestone, at this time, please remember that we’re required to refrain from engaging with the PCM teammates. Because Insight and PCM are both publicly traded companies, this transaction is subject to a favorable vote of PCM’s shareholders and regulatory review and approval, which could take a few months.

As we drive this integration, we need to remain focused on executing our strategy in the business, as highlighted at Evolve. This will be the key for success long term.

For now, please watch this special message about this exciting announcement, plan to attend an Insight Town Hall this week to learn more and visit this resources page for more information.

Sincerely,

Ken Lamneck
President & CEO, Insight

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions.

These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including (i) the risk factors set forth under “Risk Factors” in Insight's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, in PCM's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, set forth in Insight's or PCM's subsequent Quarterly Reports on Form 10-Q or set forth in Insight's or PCM's other filings with the SEC and (ii) any of the following: the failure of Insight to obtain the financing anticipated to consummate the Merger; the failure to consummate or a delay in the consummation of the Merger for other reasons; the timing to consummate the Merger; the risk that a condition to the consummation of the Merger, including the receipt of any required regulatory approvals, may not be satisfied or waived; the failure of PCM's shareholders to approve the Merger; unexpected costs or liabilities in connection with the consummation of the Merger; Insight's inability to achieve expected synergies and operating efficiencies as a result of the Merger, whether within the expected time frames, without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all.

All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Insight nor PCM undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.

Additional Information and Where to Find It
In connection with the Merger, PCM will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant materials regarding the Merger. Following the filing of the definitive Proxy Statement with the SEC, PCM will mail the definitive Proxy Statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Merger. PCM SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS RELATING TO THE MERGER (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials regarding the Merger (when they become available), and any other documents filed by PCM with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at PCM’s investor website (http://investor.pcm.com or by writing or calling PCM at Office of the Secretary of the Company, 1940 E. Mariposa Avenue, El Segundo, CA 90245 or (310) 354-5600.

Participants in the Solicitation

PCM and its directors are, and PCM's officers and Insight and its directors and officers may be deemed to be,x participants in the solicitation of proxies from PCM's shareholders with respect to the Merger described in the Proxy Statement. Information about PCM's directors and executive officers and their ownership of PCM's common stock is set forth in PCM's Form 10-K/A filed with the SEC on April 30, 2019 (PCM's “Form 10-K/A”). To the extent that holdings of PCM's securities have changed since the amounts printed in PCM's Form 10-K/A, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the participants in the proxy solicitation and their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with SEC in connection with the Merger. Information about the directors and executive officers of Insight is set forth in the proxy statement for Insight's 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2019.

The following information was posted on Insight Enterprises, Inc.’s internal intranets on June 24, 2019.

Today, we’re very pleased to announce that Insight has signed an agreement to acquire PCM, which will allow us to offer even more clients the solutions they need.

This is a promising opportunity for our companies to achieve a powerful position in the industry, as PCM is a multi-vendor, global provider of technology solutions, including hardware, software and services. Combining their strength with Insight’s, we will become a company with more than $9 billion in net sales with more than 11,000 teammates globally, serving more than 150,000 clients spanning public sector, commercial mid-market large corporate, and global enterprises.

This merger will allow us to enhance our value proposition to our clients, partners, teammates and shareholders.

While today marks an important milestone, at this time, please remember that we’re required to refrain from engaging with the PCM teammates. Because Insight and PCM are both publicly traded companies, this transaction is subject to a favorable vote of PCM’s shareholders and regulatory review and approval, which could take a few months.

As we drive this integration, we need to remain focused on executing our strategy in the business, as highlighted at Evolve. This will be the key for success long term.

For now, please watch this special message about this exciting announcement, plan to attend an Insight Town Hall this week to learn more and visit this resources page for more information.

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions.

These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including (i) the risk factors set forth under “Risk Factors” in Insight's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, in PCM's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, set forth in Insight's or PCM's subsequent Quarterly Reports on Form 10-Q or set forth in Insight's or PCM's other filings with the SEC and (ii) any of the following: the failure of Insight to obtain the financing anticipated to consummate the Merger; the failure to consummate or a delay in the consummation of the Merger for other reasons; the timing to consummate the Merger; the risk that a condition to the consummation of the Merger, including the receipt of any required regulatory approvals, may not be satisfied or waived; the failure of PCM's shareholders to approve the Merger; unexpected costs or liabilities in connection with the consummation of the Merger; Insight's inability to achieve expected synergies and operating efficiencies as a result of the Merger, whether within the expected time frames, without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all.

All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Insight nor PCM undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.

SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS RELATING TO THE MERGER (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials regarding the Merger (when they become available), and any other documents filed by PCM with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at PCM’s investor website (http://investor.pcm.com or by writing or calling PCM at Office of the Secretary of the Company, 1940 E. Mariposa Avenue, El Segundo, CA 90245 or (310) 354-5600.

Participants in the Solicitation
PCM and its directors are, and PCM's officers and Insight and its directors and officers may be deemed to be, participants in the solicitation of proxies from PCM's shareholders with respect to the Merger described in the Proxy Statement. Information about PCM's directors and executive officers and their ownership of PCM's common stock is set forth in PCM's Form 10-K/A filed with the SEC on April 30, 2019 (PCM's “Form 10-K/A”). To the extent that holdings of PCM's securities have changed since the amounts printed in PCM's Form 10-K/A, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the participants in the proxy solicitation and their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with SEC in connection with the Merger. Information about the directors and executive officers of Insight is set forth in the proxy statement for Insight's 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2019.

We’re pleased to announce that Insight has signed an agreement to acquire PCM, which will allow us to offer even more clients the solutions they need.

At this time, please remember that we’re required to refrain from engaging with the PCM teammates. Because Insight and PCM are both publicly traded companies, this transaction is subject to a favorable vote of PCM’s shareholders and regulatory review and approval, which could take a few months.

Additionally, please note that any additions or alterations to any announcement communications or reference materials are not permitted per SEC regulatory compliance guidelines.

The attached transcript was posted with a video in which it was read on Insight Enterprises, Inc.’s internal intranet websites and other internal communications on June 24, 2019 announcing the definitive agreement to acquire PCM, Inc.

As you know, we recently announced that Insight will acquire PCM, a multi-vendor provider of technology solutions, including hardware, software and services.

PCM provides these offerings to small, medium and enterprise businesses, state, local and federal governments, and educational institutions across the United States, Canada and the United Kingdom. They’re based in El Segundo, California, and generated net sales of approximately $2.2 billion in 2018.

This is an exciting development for Insight, as we stand to substantially increase our sales opportunities, especially in the mid-market. We’ll also have a broader geographic footprint in the United States, United Kingdom, and Canada, and we’ll be well positioned to take our solution area strategy and expertise to a much broader market than we can today.

While today marks an important milestone, at this time, please remember that we’re required to refrain from engaging with the PCM teammates. Because Insight and PCM are both publicly traded companies, this transaction is subject to a vote by PCM’s shareholders and requires regulatory review and approval, which probably will take a few months.

We’ll work diligently to minimize the time between signing and closing of the transaction. During this time, we’ll determine how best to organize the Insight and PCM teams to continue to build and grow our business while optimizing the client experience every step of the way.

Once we’re able to communicate directly with our new PCM teammates, we believe they will benefit from our unique culture, centered around our core values of Hunger, Heart and Harmony, as well as our purpose to make meaningful connections to help businesses run smarter.

Again, this is an exciting time as we prepare to welcome the PCM teammates to our team and to expand our reach. Steve will be sharing a bit more with you about how the acquisition fits into our overall strategy momentarily, and you’ll be hearing more about the transition planning in the coming weeks and months.

On-Screen Text:
Solution Area Strategy
Supply Chain Optimization
Connected Workforce
Cloud + Data Center Transformation
Digital Innovation

On-Screen Text:
Please watch for more updates over the coming months. Thank you for watching.

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions.

Additional Information and Where to Find It
In connection with the Merger, PCM will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant materials regarding the Merger. Following the filing of the definitive Proxy Statement with the SEC, PCM will mail the definitive Proxy Statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Merger. PCM SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS RELATING TO THE MERGER (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials regarding the Merger (when they become available), and any other documents filed by PCM with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at PCM’s investor website (http://investor.pcm.com or by writing or calling PCM at Office of the Secretary of the Company, 1940 E. Mariposa Avenue, El Segundo, CA 90245 or (310) 354-5600.

The attached social media post was made by Insight Enterprises, Inc. on multiple social media platforms on June 24, 2019.

The acquisition will provide the opportunity to expand our global footprint and accelerate the opportunity to grow share across our four solution areas. Read the press release.

The attached email communication was sent to partners of Insight Enterprises, Inc. on June 24, 2019.

A message from Bob Kane [Partner], For over 31 years, clients have trusted Insight to help them manage their business today, and transform it for the future. Partnerships like ours are a key part of that success. I am excited to share that earlier today, Insight Enterprise, Inc. announced plans to acquire PCM. Insight’s acquisition of PCM will bring an even greater scale of opportunity to you, our valued partner. With Insight’s deep technical and service capabilities in our four solution areas of Supply Chain Optimization, Connected Workforce, Cloud + Data Center Transformation and Digital Innovation, you’ll gain access to more than $1.6 billion of additional scale into mid-market and corporate business through Insight. The union of our two strong organizations creates one of the most comprehensive offerings in the IT industry and has the potential to generate tremendous opportunities for you. A broadened client base Insight will acquire thousands of new clients, spanning public sector, commercial mid-market and global enterprises. And, we know these clients are in need of the more complex solutions Insight can deliver. A more robust, global salesforce Insight expects to add more than 2,700 client-facing teammates to our business globally, consisting of sales and pre-sales teammates as well as technical architects, engineers, consultants and service delivery teammates. Additional solutions and service support The integration of Insight’s and PCM’s consulting, technical and managed services offerings will provide our combined clients access to deeper technical skills than either company offers alone. PCM adds about $178 million of PCM-delivered services to our business, primarily in the Connected Workforce and Cloud + Data Center Transformation solution areas. This acquisition brings with it a lot of promise, though it is important to realize we are just at the beginning, and it is subject to the timeline of regulatory approvals and closing conditions. Through this process, be assured that our services, support and commitment to our clients, teammates, and you, our partner, remain the same. We value our relationship with you and appreciate the confidence you place in us. We’re excited to work with you to maximize this opportunity and further grow our partnership. Bob Kane SVP, Product Marketing Insight Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions. These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including (i) the risk factors set forth under “Risk Factors” in Insight's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, in PCM's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, set forth in Insight's or PCM's subsequent Quarterly Reports on Form 10-Q or set forth in Insight's or PCM's other filings with the SEC and (ii) any of the following: the failure of Insight to obtain the financing anticipated to consummate the Merger; the failure to consummate or a delay in the consummation of the Merger for other reasons; the timing to consummate the Merger; the risk that a condition to the consummation of the Merger, including the receipt of any required regulatory approvals, may not be satisfied or waived; the failure of PCM's shareholders to approve the Merger; unexpected costs or liabilities in connection with the consummation of the Merger; Insight's inability to achieve expected synergies and operating efficiencies as a result of the Merger, whether within the expected time frames, without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all. All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Insight nor PCM undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date. Additional Information and Where to Find ItIn connection with the Merger, PCM will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant materials regarding the Merger. Following the filing of the definitive Proxy Statement with the SEC, PCM will mail the definitive Proxy Statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Merger. PCM SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS RELATING TO THE MERGER (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials regarding the Merger (when they become available), and any other documents filed by PCM with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at PCM’s investor website (http://investor.pcm.com or by writing or calling PCM at Office of the Secretary of the Company, 1940 E. Mariposa Avenue, El Segundo, CA 90245 or (310) 354-5600. Participants in the SolicitationPCM and its directors are, and PCM's officers and Insight and its directors and officers may be deemed to be, participants in the solicitation of proxies from PCM's shareholders with respect to the Merger described in the Proxy Statement. Information about PCM's directors and executive officers and their ownership of PCM's common stock is set forth in PCM's Form 10-K/A filed with the SEC on April 30, 2019 (PCM's “Form 10-K/A”). To the extent that holdings of PCM's securities have changed since the amounts printed in PCM's Form 10-K/A, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the participants in the proxy solicitation and their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with SEC in connection with the Merger. Information about the directors and executive officers of Insight is set forth in the proxy statement for Insight's 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2019.

The attached email communication was sent to clients of Insight Enterprises, Inc. on June 24, 2019.

Joining forces to reach more clients As one of Insight’s valued clients, I'm excited to share this news with you today. Insight has entered into a definitive agreement to acquire PCM, a multi-vendor provider of technology solutions, including hardware, software and services to small, medium and large businesses, state, local and federal governments, and educational institutions across the United States, Canada and the United Kingdom. Based in El Segundo, California, PCM is a publicly traded company with annual revenues of approximately $2.2 billion. Insight has been helping our clients run smarter for over 31 years. Over the last several years in particular, we’ve transformed our business from a value-added reseller to a well-respected global systems integrator with deep expertise across multiple technology areas that provide our clients with real value. The combination of the two organizations expands Insight’s reach into areas where clients need help most: transforming their businesses for future growth, modernizing and securing their data platforms, creating modern and mobile experiences for their workforce and optimizing the procurement of technology. Insight expects to add more than 2,700 client-facing teammates, consisting of sales and pre-sales teammates as well as technical architects, engineers, consultants and service delivery teammates to our business globally. The integration of Insight’s and PCM’s consulting, technical and managed services offerings will provide our combined clients access to deeper technical skills than either company offers alone. Together, we’ll have additional breadth and scale to meet our clients’ needs to manage their technology infrastructure today. Insight will also deliver additional value to PCM clients through our solution area services at a time when customers increasingly need full-service systems integrators to help them transform for the future. There's a lot to look forward to with this combination, though it's important to emphasize we are just at the beginning point. We look forward to providing much more information about the relationship in the future. We anticipate this deal will close in the second half of 2019 (subject to regulatory approvals and closing conditions). Throughout this process, Insight and PCM will continue to operate in the ordinary course, and we will work with our respective clients without any changes. From your perspective, there will be no change. Your Insight representatives will remain the same, and all work will proceed without modification or interruption. There will be much more to share about the capabilities we'll be able to provide to help businesses run smarter once the transaction closes. On behalf of Insight, we're grateful for our meaningful connection with you, and we look forward to the opportunity to deliver the solutions you need for all of your technology needs. Steve Dodenhoff President, Insight North AmericaCautionary Note Regarding Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions. These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including (i) the risk factors set forth under “Risk Factors” in Insight's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, in PCM's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, set forth in Insight's or PCM's subsequent Quarterly Reports on Form 10-Q or set forth in Insight's or PCM's other filings with the SEC and (ii) any of the following: the failure of Insight to obtain the financing anticipated to consummate the Merger; the failure to consummate or a delay in the consummation of the Merger for other reasons; the timing to consummate the Merger; the risk that a condition to the consummation of the Merger, including the receipt of any required regulatory approvals, may not be satisfied or waived; the failure of PCM's shareholders to approve the Merger; unexpected costs or liabilities in connection with the consummation of the Merger; Insight's inability to achieve expected synergies and operating efficiencies as a result of the Merger, whether within the expected time frames, without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all. All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Insight nor PCM undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date. Additional Information and Where to Find ItIn connection with the Merger, PCM will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant materials regarding the Merger. Following the filing of the definitive Proxy Statement with the SEC, PCM will mail the definitive Proxy Statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Merger. PCM SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS RELATING TO THE MERGER (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials regarding the Merger (when they become available), and any other documents filed by PCM with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at PCM’s investor website (http://investor.pcm.com or by writing or calling PCM at Office of the Secretary of the Company, 1940 E. Mariposa Avenue, El Segundo, CA 90245 or (310) 354-5600. Participants in the SolicitationPCM and its directors are, and PCM's officers and Insight and its directors and officers may be deemed to be, participants in the solicitation of proxies from PCM's shareholders with respect to the Merger described in the Proxy Statement. Information about PCM's directors and executive officers and their ownership of PCM's common stock is set forth in PCM's Form 10-K/A filed with the SEC on April 30, 2019 (PCM's “Form 10-K/A”). To the extent that holdings of PCM's securities have changed since the amounts printed in PCM's Form 10-K/A, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the participants in the proxy solicitation and their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with SEC in connection with the Merger. Information about the directors and executive officers of Insight is set forth in the proxy statement for Insight's 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2019.

In light of today’s announcement, we wanted to reach out to let you know how excited we are about the opportunity to bring our two companies together. We know you’ll have many questions, and we want to address a few that are likely top of mind for you today.

We’d also like to share just a little about Insight’s business and go-to-market strategy so you can see the potential for all that’s possible once Insight and PCM come together.

Insight has scale and expertise in four solution areas valuable to our mutual clients:

Insight’s $7.1 billion business has scale, buying power, and deep partner relationships and alignment that will only serve to augment business in each of the markets where PCM competes today.

Insight is recognized with leading third-party industry designations, including:

As you become part of Insight, please know we’re committed to continuing your employment, supported by growth and development, just as we provide to all of our teammates who are performing well in our organization.

As an employer, Insight stands out among its peers, with an inclusive culture based on three values: Hunger, Heart and Harmony. These are not words on the wall but are in fact values we see lived each day by teammates as we work with one another, with our partners and with our clients. It’s Insight’s relentless and intentional focus on culture that has earned a number of awards:

And in keeping with Insight’s aim to be considered an employer of choice, core health and wellness benefits are market-competitive. Insight also offers some unique and highly valued benefits as well. You’ll be receiving much more information from Insight’s Human Resources team on the topic of benefits throughout 2019, so please keep an eye out.

We hope you’re excited about the possibilities ahead as our teams join together to help our mutual clients. We’re so grateful for the opportunity for our teams to get to know one another in the coming weeks and months, and we look forward to helping our mutual clients’ businesses run smarter together.

The attached transcript was posted with a video in which it was read on an internal communication to PCM, Inc. employees on June 24, 2019 announcing the definitive agreement for Insight Enterprises, Inc. to acquire PCM, Inc.

Hello, and welcome to our PCM teammates. As you’ve learned by now, Insight has announced a definitive agreement to bring our business together with PCM, and we’re very excited about the favorable outcomes we expect from this combination.

You may just be getting to know more about Insight and our thirty-one year history, but I wanted to share a little about our position in the industry.

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A well-respected global systems integrator with deep expertise across several technology areas

Insight has transformed our business from a value-added reseller to a well-respected global systems integrator with deep expertise across multiple technology areas that provide our clients with significant value.

We know, of course, that the tech industry is an ever-dynamic space. More and more, our clients demand end-to-end solutions based on real business outcomes. This is a big part of the reason we’re so excited about our two companies coming together: The combination with PCM expands our opportunity to grow share within our four solution areas by adding to our client portfolio — So we’re adding new clients, additional sales resources and additional services capabilities.

We look forward to teaming with you to deliver compelling solutions to more clients across more geographies.

At Insight, our purpose is to build meaningful connections to help businesses run smarter. With the incredible legacy PCM brings in terms of deep, lasting client relationships, together, we’ll be able to deliver the compelling technology solutions that are in high demand to even more clients, and across more geographies.

As you get to know us over the coming weeks and months, I believe you’ll notice very quickly that Insight’s culture is second to none. We pride ourselves on living our three values … Hunger, Heart and Harmony … in everything we do.

Our culture and our values are also reflected very well in the industry, and we were humbled to receive several significant recognitions this year. Among them, we were named in the Fortune 100 Best Workplaces for Diversity, #23 on Fortune’s 50 Best Workplaces in Technology, and right here in our own backyard, we were named #5 in the Phoenix Business Journal for Best Places to Work.

You’ll hear more in a moment from our Insight North America President, Steve Dodenhoff, but to learn more about Insight’s four solution areas and our capabilities there, and anything you want to learn about our culture and values, please spend some time on our insight.com home page.

In closing, I just want to take a few moments to review the guiding principles that will govern our actions and planning as we prepare for this transition. We’re committed to these key priorities:

While today marks an important milestone, at this time, please remember that because Insight and PCM are both publicly traded companies, this transaction is subject to a vote of PCM’s shareholders and regulatory review and approval, and that could take a few months. Until that time, we will not be able to communicate directly with you.

We know there will be naturally lots of questions that you have as this announcement gets further downstream. And I hope you’re excited about the incredible possibilities that lie ahead of all of us. There’s never been a better time to work in our industry, and the combination of our companies will enable greater reach for us to deliver our collective clients the meaningful solutions they need to run smarter.

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Scalable IT and e-commerce systems, Smart logistics and procurement processes, Robust digital marketing capabilities
Backed by a culture of continuous business process transformation and automation

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Teaming with PCM equips us to deliver these solutions to an even broader client base.

To echo Ken’s comments, this is a great time to be a part of our industry. Just as a reminder that because Insight and PCM are both publicly traded companies, this transaction is subject to a vote of PCM’s shareholders and regulatory review and approval, which could take a few months.

We look forward to getting to know you over the coming weeks and months. Please keep an eye out for additional communication about what’s next, and we’ll talk again soon.

without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all.

The attached Frequently Asked Questions were shared with Insight Enterprises, Inc. and PCM, Inc. employees on June 24, 2019.

We are excited about the recent announcement of Insight’s agreement to acquire PCM! We know there are likely to be many questions from both Insight and PCM teammates. While we may not have all of the answers just yet, we have collected in this document a number of the most frequently asked questions we anticipate.

Please stay tuned as we work through exactly how we’ll merge our organizations together after the closing and thank you for reading.

A. PCM’s expertise providing IT products, services and solutions to businesses, government agencies, educational institutions, and healthcare facilities, is a natural complement to Insight’s core business.

A. PCM is a multi-vendor provider of technology solutions, including hardware, software and services to small, medium and enterprise businesses, state, local and federal governments and educational institutions across the United States, Canada and the United Kingdom. PCM, based in El Segundo, California, generated net sales of approximately $2.2 billion in 2018.

A. Together, we will become a company with more than $9 billion in net sales, more than 11,000 teammates globally, serving more than 150,000 clients spanning public sector, commercial mid-market and global enterprises.

PCM will add $178 million in additional consulting, technical and managed services sales to Insight’s already strong services platform. PCM’s services span Insight’s Supply Chain Optimization, Connected Workforce and Cloud + Data Center Transformation solution areas, and include offerings such as security and cloud consulting, technical deployments, and cloud and data center hosting services.

The greater resources and client base will also further strengthen Insight’s key partnerships with Microsoft, Apple, Cisco, Dell, HPI, HPE, Lenovo and VMware. Together, we’ll be able to offer our partners an even stronger salesforce globally, with an increased footprint in the United States, Canada and the United Kingdom.

A. In 2018, PCM reported 12% of its sales to United States public sector clients, or approximately $260 million. United States commercial sales were 76% of the total at $1.6 billion, while Canada and the United Kingdom accounted for 12% of consolidated sales.

A. Insight is a global IT solutions provider, offering hardware, software, cloud and services solutions that help businesses run smarter. We proudly redefine IT as Intelligent Technology™ solutions for commercial and public sector businesses of all sizes, from small businesses all the way up to very large corporate environments — helping them keep their business systems, processes and equipment running optimally.

Our website is a great place to learn about company initiatives and news stories. Visit the site to learn more about Insight’s purpose and values, our history, and how the completeness and uniqueness of our four solution areas gives us a competitive advantage.

A. By merger, we simply mean “joining forces.” Until the transaction closes, Insight and PCM will continue to operate as separate, independent companies, competing vigorously, and we will work with our respective customers and partners as usual.

After closing of the transaction, we will begin integrating processes, systems, organizational structures and cultures. We understand this integration item is critical to all of you, and it will be our top priority to assess and process map to determine the appropriate timetables. We will provide updated information as we work together to design and finalize this plan and timeline.

Leadership for both organizations will play an active and important role in determining the best way bring our two organizations together and the timetable to do that. Our intent will be to preserve, protect and develop the best of both organizations in this process.

A. After closing, our IT team will be working to update infrastructure to support teammates in all PCM locations. Any updated plans will be communicated.

A. After the closing of the transaction, there will be a team comprised of PCM and Insight leadership and teammates leading the efforts of our two teams joining forces.

A. Some processes will remain unchanged through the end of 2019, but we’ll begin planning for changes immediately and will phase them in as appropriate after closing. Due to the size and complexity, the integration may take several quarters to complete, with detailed plans to be developed soon.

We will be working towards thoughtful and intentional integration of both of our organizations and our cultures, and leadership from both Insight and PCM will play a key role in this.

A. No changes are expected in the organization until after closing in a few months. Prior to the close, we will be getting to know PCM, its teammates and their responsibilities.

We acknowledge that you will have many questions in the hours and days ahead. The nature of this transaction as two publicly traded companies has restricted our ability to share information, and will continue to do so in certain areas until close.

A. Until the formal closing in a few months, Insight and PCM will be responsible for communicating directly to our respective clients and that is underway.

A. Just as with clients, until the formal closing in a few months, Insight and PCM will be responsible for communicating directly with our respective partners about the transition, while we each continue to operate in the ordinary course of business.

A. You may tell your clients that Insight and PCM have entered into a definitive agreement whereby Insight will be acquiring PCM in a few months. Please refer your clients to the press release and our website. Clients will, of course, be very interested in any impact on their current relationship, and it is our intent to not only maintain a positive relationship but to grow and develop it further when the organizations come together.

A. We believe the transaction will close in second half, 2019, subject to regulatory approvals and closing conditions. Please refer to the press release for further information.

A. At this time, we’re required to refrain from engaging inappropriately with the PCM teammates. Because Insight and PCM are both publicly traded companies, this transaction is subject to a favorable vote of PCM’s shareholders and regulatory review and approval, which could take a few months.

You will receive updates from us as we reach key milestones as soon as is reasonably possible. We understand that some of this may be uncertain for you, and we are committed to sharing everything we can as soon as reasonably possible.

Merger; the failure to consummate or a delay in the consummation of the Merger for other reasons; the timing to consummate the Merger; the risk that a condition to the consummation of the Merger, including the receipt of any required regulatory approvals, may not be satisfied or waived; the failure of PCM's shareholders to approve the Merger; unexpected costs or liabilities in connection with the consummation of the Merger; Insight's inability to achieve expected synergies and operating efficiencies as a result of the Merger, whether within the expected time frames, without undue difficulty, cost or expense, or at all; Insight's inability to successfully integrate PCM's operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the Merger and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending transaction distracts the management of Insight or PCM or disrupts current plans and operations; Insight's ability to retain key PCM and Insight employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all.

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