Like us, Tech Data has established a reputation for excellence and we are thrilled to partner with its 14,000 plus talented colleagues.
We will have premier, best-in-class, end-to-end offerings through a broad diversified portfolio of more than 200,000 products and solutions.
Together, SYNNEX and Tech Data will have a global footprint that serves more than 100 countries across the Americas, Europe and Asia Pacific.
This transaction is valued at $7.2 billion, including net debt; and at close, SYNNEX will issue 44 million shares.
Pro forma ownership will be 55% SYNNEX shareholders and 45% Tech Data shareholders.
From a financial perspective, the combined company will be on very solid footing with pro forma revenue of $57 billion, healthy EPS, EBITDA and cash flow generation.
We expect the transaction to be accretive to our non-GAAP diluted earnings per share by more than 25% in year one.
From a cost perspective, we expect to realize $100 million of net synergies in year one, and $200 million in year two.
It will consist of a $1.5 billion term loan A and $2.5 billion of unsecured bonds at varying maturities, bolstered by a $3.5 billion revolving credit facility, which we expect to be undrawn at close.
The expected cash balance at close will be approximately $1 billion.
The expected leverage ratio of approximately 2.7 times at transaction close is expected to decline to approximately 2 times within 12 months.
With the combined entity generating LTM pro forma adjusted EBITDA of approximately $1.5 billion, this will provide us with ample ability to de-lever quickly while also remaining focused on optimizing the core and driving organic growth.
Total revenue for Q1 was $4.9 billion, up 21% year-over-year.
Gross profit totaled $305 million, up 19% or $49 million compared to the prior year; and gross margin was 6.2%, consistent with the prior year.
Total adjusted SG&A expense was $149 million or 3% of revenue, up $9 million compared to the year-ago quarter and primarily due to COVID-19 related expenses.
We continue to expect incremental quarterly costs at a minimum of $5 million in 2021, and we did a good job of scaling SG&A to the growth of the business.
Non-GAAP operating income was $156 million, up $40 million or 35% versus the prior year; and non-GAAP operating margin was 3.2%, up 33 basis points over the prior year.
Q1 interest expense and finance charges were approximately $23 million and the effective tax rate was 25%.
Total non-GAAP income from continuing operations was $99 million, up $25 million or 34% over the prior year; and non-GAAP diluted earnings per share from continuing operations was $1.89, up from $1.42 in the prior year.
Total debt of approximately $1.6 billion and net debt was less than $200 million.
Accounts receivable totaled $2.4 billion and inventories totaled $2.6 billion as of the end of Q1.
Our cash conversion cycle for the first quarter was 32 days, 25 days lower than the prior year and the decrease was driven by DSO improvements and better inventory turns.
Cash generated from operations was approximately $25 million in the quarter; and including our cash and credit facilities, we had approximately $2.8 billion of available liquidity.
We are pleased to report that our Board of Directors have approved a quarterly cash dividend of $0.20 per common share for the quarter.
We expect revenue in the range of $4.7 billion to $5 billion.
Non-GAAP net income is expected to be in the range of $94.9 million to $105 million and non-GAAP diluted earnings per share is expected to be in the range of a $1.80 to $2.00 per diluted share based on weighted average shares outstanding of approximately 51.8 million.
Our non-GAAP net income and non-GAAP diluted earnings per share guidance excludes the after-tax cost of $7.3 million or $0.14 per share related to the amortization of intangibles and $4.8 million or $0.09 per share related to share-based compensation.
We expect full year fiscal 2021 non-GAAP diluted earnings per share of approximately $8 per share.

Summary:
Total non-GAAP income from continuing operations was $99 million, up $25 million or 34% over the prior year; and non-GAAP diluted earnings per share from continuing operations was $1.89, up from $1.42 in the prior year.
We expect revenue in the range of $4.7 billion to $5 billion.
Non-GAAP net income is expected to be in the range of $94.9 million to $105 million and non-GAAP diluted earnings per share is expected to be in the range of a $1.80 to $2.00 per diluted share based on weighted average shares outstanding of approximately 51.8 million.