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WCC

Wesco

$59.53 /

+0.13 (+0.22%)

, AXE

Anixter

$96.41 /

-0.145 (-0.15%)

09:16
01/09/20
01/09
09:16
01/09/20
09:16

Wesco confirms revised proposal to acquire Anixter for $100 per share

Wesco (WCC) confirmed it submitted an improved proposal to the board of directors of Anixter International (AXE) to acquire Anixter for $100 per share in cash and stock. The Anixter board has determined Wesco's proposal represents a "Superior Company Proposal" as defined in Anixter's merger agreement with Clayton, Dubilier & Rice. The proposed transaction with WESCO: Affords Anixter stockholders consideration per Anixter share of $70.00 cash, plus a fixed exchange ratio of 0.2397 shares of WESCO common stock, as in WESCO's prior proposal, plus $15.89 of a newly created class of WESCO perpetual preferred stock. The common stock consideration would be subject to downside protection, such that if the average market value of WESCO common stock prior to closing is between $47.10 per share and $58.88 per share, then the cash consideration paid at closing would be increased by up to $2.82 per share to ensure that the total consideration remains at $100 per Anixter share. The perpetual preferred stock will have a dividend rate represented by a spread of 325bp over the prevailing unsecured notes to be issued to affect the transaction (the dividend rate of the perpetual preferred is expected to be approximately 9.25%), and is subject to reset and a five year non-call feature. It will be listed on the New York Stock Exchange and is expected to get equity treatment from the rating agencies. Based on the closing price of WESCO's common stock on January 8, 2020, the total consideration represents $100.16 per share. Based on the number of shares of WESCO and Anixter common stock currently outstanding, it is anticipated that WESCO stockholders would own 84%, and Anixter stockholders 16%, of the combined company. The value opportunity for Anixter's stockholders is at least $115 per share when taking into account $100 in nominal consideration proposed by WESCO, the Anixter stockholders' share of greater than $200 million of capitalized synergies, potential multiple re-rating of WESCO's common stock and the value of the downside protection mechanism. John Engel, WESCO's Chairman, President and CEO, said, "WESCO's proposal to acquire Anixter provides significant immediate value to Anixter's stockholders along with the opportunity for both companies' stockholders to benefit in the upside of this transformative combination. We are pleased that the Anixter board has determined that our latest proposal represents a Superior Company Proposal and look forward to executing a merger agreement."

WCC

Wesco

$59.53 /

+0.13 (+0.22%)

AXE

Anixter

$96.41 /

-0.145 (-0.15%)

  • 30

    Jan

  • 04

    Feb

WCC Wesco
$59.53 /

+0.13 (+0.22%)

01/07/20 KeyBanc
NN, Inc. could 'benefit the most' from strategic divestiture, says KeyBanc
01/07/20 Oppenheimer
Oppenheimer upgrades Wesco to Outperform, sees 'even odds' for Anixter deal
01/07/20 Oppenheimer
Wesco upgraded to Outperform from Perform at Oppenheimer
01/06/20 Longbow
Longbow upgrades Wesco to Buy amid battle to acquire Anixter
AXE Anixter
$96.41 /

-0.145 (-0.15%)

12/27/19 Raymond James
Raymond James sees 'several positives' in Wesco revised proposal for Anixter
12/27/19 RBC Capital
RBC says bidding war for Anixter likely to continue after Wesco's 'creative' bid

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