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Anixter announces updated merger agreement, now valued at US$4.3B


January 2, 2020
By SP&T Staff

Anixter International announced in a Jan. 2 statement that it has agreed to a further amendment and restatement of the Amended Merger Agreement with Clayton, Dubilier & Rice LLC to increase the per-share consideration payable to Anixter’s shareholders to US$93.50 per share in cash (from US$86.00 per share in cash and a US$2.50 contingent value right upon the occurrence of certain events). The transaction is now valued at approximately US$4.3 billion. The initial agreement between Anixter and Clayton, Dubilier & Rice, announced Oct. 30, was valued at approximately US$3.8 billion, or US$81.00 per share in cash.

According to the latest statement, the revised per-share consideration represents a premium of approximately 31% over Anixter’s closing price on Oct. 29, 2019, and a premium of approximately 47% over the 90-day volume-weighted average price of Anixter’s common stock for the period ended Oct. 29.

The Second Amended Merger Agreement, amends and restates in its entirety the Amended Merger Agreement, which was announced on Dec. 23 and valued at approximately US$4 billion. The Second Amended Merger Agreement does not include the contingent value right. The voting agreement pursuant to which certain stockholders of Anixter, including entities associated with Sam Zell, have agreed, among other things, to vote their shares of Anixter common stock in favour of the merger, remains in effect with respect to the Second Amended Merger Agreement.

Sam Zell, Chairman of the Anixter Board of Directors, said in the company statement: “In evaluating the new proposal from CD&R, the Board carefully considered the value and risk profile of WESCO’s offer comprising cash, WESCO common stock and a new series of WESCO preferred stock, for which there is no established market or trading price. The Board has unanimously concluded that CD&R’s improved all-cash proposal is superior to WESCO’s offer.”

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Electronics supply chain solutions company WESCO International made two offers to acquire Anixter: the first for US$90 a share, which it confirmed on Dec. 24, and a second improved offer of US$93.50 in cash and stock on Dec. 26.

The amended transaction with Clayton, Dubilier & Rice is subject to the approval of Anixter’s stockholders and other customary closing conditions. The required antitrust waiting periods have expired, or approvals or clearances have otherwise been obtained, in the United States, Canada, Mexico, Costa Rica and Turkey. The transaction remains conditioned on approvals or clearances in the European Union and Russia, which are expected to be received by February, according to the company. Although the closing could occur as early as February, under the Second Amended Merger Agreement, CD&R has the right to delay the closing until a date no later than Sept. 30.

Under the terms of the Second Amended Merger Agreement, Anixter may, subject to the provisions of the Second Amended Merger Agreement, respond to an unsolicited proposal that is reasonably likely to result in a superior proposal. In addition, Anixter may continue to engage in discussions with WESCO International, Inc., which remains an Excluded Party (as defined in the Second Amended Merger Agreement). Anixter states it does not intend to disclose developments with respect to any such unsolicited proposal unless and until it determines it is appropriate to do so.

Centerview Partners LLC is serving as lead financial advisor, Wells Fargo Securities, LLC is also serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Anixter in connection with the transaction. Neal, Gerber & Eisenberg LLP is serving as legal advisor to the stockholders party to the voting agreement. BofA Securities, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Credit Suisse are serving as financial advisors to CD&R, and Debevoise & Plimpton LLP is serving as legal advisor to CD&R.


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