Digi Int'l (DGII) to Acquire Opengear

Digi International® Inc., (NASDAQ: DGII) (www.digi.com), a leading global provider of Internet of Things (IoT) connectivity products, software and services today announced it has signed a definitive agreement to acquire Opengear, Inc., a provider of secure IT infrastructure products and software. The closing of the transaction is subject to customary conditions, including antitrust regulatory clearance.

Founded in 2004, Opengear delivers critical IT infrastructure, including failover-to-cellular and out-of-band management solutions, to a broad range of Fortune 100 and other customers. Its provisioning, orchestration and remote management of network devices, through innovative software and appliances, enables technical staff to manage their data centers and remote network locations. Opengear is headquartered in Edison, New Jersey, with R&D centers in Silicon Valley and Brisbane, Australia, with an additional office in Sandy, Utah. Opengear is expected to retain its existing office locations and future office consolidations, if any, will be designed to minimize disruption to employees and customers.

Digi has agreed to acquire Opengear for upfront cash of approximately $140 million with a potential for contingent consideration of up to an additional $15 million based on revenue performance through 2020. To finance the purchase, Digi expects to use a combination of cash on hand and debt financing under a $150 million facility that BMO Harris Bank N.A. has committed to provide to Digi. Canaccord Genuity served as financial advisor to Digi on the acquisition, Stephens Inc. advised Digi in obtaining the debt commitment, and Faegre Baker Daniels LLP served as legal counsel to Digi on the transactions. Digi expects the acquisition to be immediately accretive to earnings.

"Joining forces with Opengear gives customers an expansive, high-value, technology portfolio that is hardware enabled and software defined," said Ron Konezny, President and CEO of Digi International. "Both companies have a deep commitment to our customers and will continue to invest in product development to deliver business- and mission-critical solutions."

"Digi and Opengear will mesh well as we share so many of the same values in how we treat our customers and employees," said Opengear CEO Gary Marks. "Our products are complementary, so customers and partners will get exceptional choice."

An investor presentation pertaining to the acquisition can be found at the investor relations section of Digi's website.

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