Acquisitions and divestitures

Acquisitions

During fiscal 2012, 2011 and 2010, the Company acquired 22 businesses which are presented in the following table.



Acquired Business	Group & Region	Approximate Annualized Revenues (1) (Millions)		Acquisition Date
Fiscal 2012
Ascendant Technology	TS Americas & TS EMEA	$	86	April 2012
Nexicore Services	EM Americas	85		April 2012
Controlling interest in a non-wholly owned entity	EM Americas	62		January 2012
Pinnacle Data Systems	EM Americas	27		January 2012
Canvas Systems	TS Americas & TS EMEA	118		January 2012
Unidux Electronics Limited (Singapore)	EM Asia/Pac	145		January 2012
Round 2 Tech	EM Americas	54		January 2012
DE2 SAS	EM EMEA	11		November 2011
JC Tally Trading Co. & Shanghai FR International Trading	EM Asia/Pac	99		August 2011
Prospect Technology	EM Asia/Pac	142		August 2011
Amosdec SAS	TS EMEA	83		July 2011

Fiscal 2011
itX Group Ltd.	TS Asia/Pac	$	160	January 2011
Center Cell	EM Americas	5		November 2010
Eurotone	EM Asia/Pac	30		October 2010
Broadband	EM Americas	8		October 2010
Unidux	EM Asia/Pac	370		July 2010
Tallard Technologies	TS Americas	250		July 2010
Bell Microproducts Inc.	EM & TS Americas	3,021		July 2010
	TS EMEA
Fiscal 2010
Servodata HP Division	TS EMEA	$	20	April 2010
PT Datamation	TS Asia/Pac	90		April 2010
Sunshine Joint Stock Company	TS Asia/Pac	30		November 2009
Vanda Group	TS Asia/Pac	30		October 2009

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(1)	Represents the approximate annual revenue from the acquired businesses’ most recent fiscal year end prior to acquisition by Avnet and based upon average foreign currency exchange rates for those periods.

Acquisition activity

During fiscal 2012, the Company acquired eleven businesses with aggregate annualized revenues of approximately $900 million for an aggregate purchase price of $411,873,000, which includes $23,175,000 of contingent earn-out obligations that were recorded at their estimated fair values. The contingent earn-out obligations have been accrued for, but not yet paid, and can be earned based on future performance of the acquired businesses. The Company also acquired approximately $75,016,000 of cash associated with the acquisitions. As a result, the Company paid a total of $313,218,000 for acquisition, net of cash acquired.

The Company acquired 100% ownership for all of the businesses mentioned above, except for one in which the Company acquired a 60% controlling interest. The non-controlling interest was recorded at its estimated fair value but was not material.

Gain on bargain purchase and other

In January 2012, the Company acquired Unidux Electronic Limited ("UEL"), a Singapore publicly traded company, through a tender offer. After assessing the assets acquired and liabilities assumed, the consideration paid was below book value even though the price paid per share represented a premium to the trading levels at that time. Accordingly, the Company recognized a gain on bargain purchase of $4,317,000 pre- and after tax and $0.03 per share on a diluted basis. In addition, during fiscal 2012, the Company recognized a loss of $1,399,000 pre-tax, $854,000 after tax and $0.01 per diluted share included in "Gain on bargain purchase and other" on the consolidated statements of operations related to a write-down of an investment in a small technology company and the write-off of certain deferred financing costs associated with the early termination of a credit facility (see Note 7 for further discussion of the credit facility).

During fiscal 2011, the Company acquired Unidux, Inc. (“Unidux”), an electronics component distributor in Japan, which is reported as part of the EM Asia region. Unidux was a publicly traded company which shares were trading below its book value for a period of time. In a tender offer, Avnet offered a purchase price per share for Unidux that was above the prevailing trading price at that time. Even though the purchase price was below book value, the Unidux shareholders tendered their shares. As a result, the Company recognized a gain on bargain purchase of $30,990,000 pre- and after tax and $0.20 per share on a diluted basis. Prior to recognizing the gain, the Company reassessed the assets acquired and liabilities assumed in the acquisition. Also during fiscal 2011, the Company recognized a loss of $6,308,000 pre-tax, $3,857,000 after tax and $0.02 per share on a diluted basis included in “Gain on bargain purchase and other” related to the write-down of prior investments in smaller technology start-up companies (see Note 5 for other amounts included in “Gain on bargain purchase and other”).

Investments and divestitures

During fiscal 2011, the Company completed the divestiture of New ProSys Corp. (“ProSys”), a value-added reseller and provider of IT infrastructure solutions. Avnet acquired ProSys as part of the Bell acquisition on July 6, 2010. Total consideration included a cash payment at closing, a short-term receivable and a three-year earn-out based upon ProSys’ anticipated results. As a result of the divestiture, the Company received cash proceeds of $19,108,000 and wrote off goodwill associated with the ProSys business (see Note 6). No gain or loss was recorded as a result of the divestiture.

During fiscal 2010, the Company recognized a gain on the sale of assets as a result of certain earn-out provisions associated with the prior sale of the Company’s equity investment in Calence LLC. The gain on sale of assets was $8,751,000 pre-tax, $5,370,000 after tax and $0.03 per share on a diluted basis. Also during fiscal 2011, the Company sold a cost method investment and received proceeds of approximately $3,034,000.