Definitive agreement finally for Anixter acquisition

Pittburgh, Tn and Glenview, Il (USA)

Following a recent bidding war with CD&R, Wesco International, Inc, a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, advanced supply chain management and logistics services, and Anixter International Inc, a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions, and Utility Power Solutions, have finally announced that their boards of directors have unanimously approved a definitive merger agreement under which Wesco will acquire Anixter in a transaction valued at approximately $4.5 billion. Anixter’s prior agreement to be acquired by Clayton, Dubilier & Rice, LLC has been terminated, following CD&R’s waiver of its matching rights under the agreement.

Under the terms of the agreement, each share of Anixter common stock will be converted into the right to receive $70.00 in cash (subject to various conditions), 0.2397 shares of Wesco common stock and preferred stock consideration valued at $15.89, based on the value of its liquidation preference. Based on the closing price of Wesco's common stock on January 10, 2020 and the liquidation preference of the Wesco preferred stock consideration, the total consideration represents approximately $100 per Anixter share, giving effect to the downside protection. Based on transaction structure and the number of shares of Wesco and Anixter common stock currently outstanding, it is anticipated that Wesco stockholders will own 84%, and Anixter stockholders 16%, of the combined company.

Mr. John J. Engel, Wesco's Chairman, President, and Chief Executive Officer, commented, “The transformational combination of Wesco and Anixter will create a premier electrical and data communications distribution and supply chain services company. With increased scale and complementary capabilities, we will be ideally positioned to digitise our business, expand our extensive services portfolio and supply chain offerings, and deliver solutions to our customers whenever and wherever they need them around the globe. Given the enhanced strategic profile and competitiveness of the combined company, we are confident we will deliver improved growth and earnings, and exceptional cash flow generation. We look forward to welcoming Anixter’s talented associates to the Wesco team as we embark on this next chapter and create substantial value for our stockholders, customers, suppliers, and people.”

"Today's announcement is the culmination of a comprehensive process that showed, from the start, what a strong business the team at Anixter has built," said Sam Zell, Chairman of the Anixter board of directors. "The agreement with Wesco is a great result for our stockholders who will receive significant near-term value and stand to benefit from the combined company's growth and prospects."

“This is the result of a very thorough process to determine the value of our company,” said Bill Galvin, Anixter's President and Chief Executive Officer. “It's also a recognition of the enormous value created by our talented people, Anixter's deep industry relationships, innovative technology solutions, and global reach. Looking ahead, the combination with Wesco will allow the combined company to build on our complementary capabilities and create new ways to serve customers and partners.”

The transaction is subject to Anixter stockholder approval, receipt of regulatory approval in the United States, Canada, and certain other foreign jurisdictions, as well as other customary closing conditions. Wesco and Anixter currently anticipate completing the transaction during the second or third quarter of 2020.

Entities associated with Sam Zell, Chairman of the Anixter board, which own approximately 10.8% of the outstanding shares of Anixter common stock, have entered into a voting agreement with Wesco, pursuant to which they have agreed, among other things, to vote their shares of Anixter common stock in favour of the merger.


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