MELVILLE, N.Y.--(BUSINESS WIRE)--Sep. 23, 2009-- Arrow Electronics, Inc. (the Company”) (NYSE:ARW), announced today that it has commenced a fixed price cash tender offer for any and all of its outstanding $200 million in aggregate principal amount of 9.15% Senior Notes due 2010 (CUSIP No. 042735AV2/042735AS9) (the “Notes”).

The consideration for the Notes tendered and accepted for payment pursuant to the offer is $1,077.50 per $1,000 principal amount of the Notes (the “Notes Consideration”). In addition, the Company will pay all accrued and unpaid interest on the Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). The offer will expire at 11:59 P.M., New York City time, on Tuesday, September 29, 2009, unless extended or earlier terminated (the “Expiration Time”). Tenders of the Notes may be withdrawn prior to the Expiration Time. To receive the Notes Consideration, holders of Notes must validly tender their Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Notes purchased pursuant to the offer in same-day funds promptly after the Expiration Time (the “Settlement Date”), which is expected to be on Wednesday, September 30, 2009. The Company expects to use the net proceeds of a public offering of debt securities to pay for the Notes.

Additional terms and conditions of the tender offer are set forth in the Offer to Purchase and the related Letters of Transmittal dated September 23, 2009. The tender offer is conditioned on the satisfaction or waiver of the conditions specified in the Offer to Purchase, including the condition that the Company shall have successfully completed an offering of at least $250 million aggregate principal amount of senior notes on or prior to the Settlement Date.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer. The Company is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letters of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company or its affiliates, the Dealer Managers, the Depositary or the Information Agent is making any recommendation as to whether or not holders should tender their Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letters of Transmittal that are being sent to holders of the Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letters of Transmittal may be obtained from the Information Agent for the tender offer, Global Bondholder Services Corporation. Banks and brokers may call Global Bondholder Services Corporation collect at (212) 430-3774. All others may call Global Bondholder Services toll-free at (866) 470-4200.

J.P. Morgan Securities Inc. is the Lead Dealer Manager for the tender offer and HSBC Securities (USA) Inc. is the Co-Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or 1-212-834-3424 (collect).

Arrow Electronics (www.arrow.com) is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Headquartered in Melville, N.Y., Arrow serves as a supply channel partner for approximately 800 suppliers and 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 340 locations in 53 countries and territories.

SAFE HARBOR

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release includes forward-looking statements, including statements addressing future financial results. These statements are subject to a number of risks and uncertainties that could cause actual results or facts to differ materially from such statements for a variety of reasons including, but not limited to: industry conditions, the Company’s implementation of its new global financial system and the Company’s planned implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the Global Components and Global ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, the Company’s ability to generate additional cash flow and the other risks described from time to time in the Company’s reports to the Securities and Exchange Commission (including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q). Forward-looking statements are those statements, which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update publicly or revise any of the forward-looking statements.

Source: Arrow Electronics, Inc.

Arrow Electronics, Inc.
Michael Taunton, 631-847-5680
Vice President & Treasurer
or
Paul J. Reilly, 631-847-1872
Executive Vice President & Chief Financial Officer
or
Media :
John Hourigan, 303-824-4586
Director, External Communications