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WCC

Wesco

$58.09 /

-0.425 (-0.73%)

, AXE

Anixter

$98.77 /

-0.02 (-0.02%)

06:34
01/13/20
01/13
06:34
01/13/20
06:34

Wesco to acquire Anixter in $4.5B deal

WESCO (WCC) and Anixter (AXE) 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 $4.5B. Anixter's prior agreement to be acquired by Clayton, Dubilier & Rice 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, 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. 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. Under the terms of the merger agreement, WESCO may elect to substitute additional cash consideration to reduce the amount of the preferred stock consideration on a dollar-for-dollar basis based on the value of the liquidation preference of the preferred stock consideration. WESCO has obtained fully committed debt financing from Barclays and intends to offer a combination of debt, equity, and equity-content securities between signing and closing to fund the required cash consideration of the transaction. At closing, WESCO estimates that its pro forma leverage on a net debt to EBITDA basis will be approximately 4.5x. 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 favor of the merger.

WCC

Wesco

$58.09 /

-0.425 (-0.73%)

AXE

Anixter

$98.77 /

-0.02 (-0.02%)

  • 30

    Jan

  • 04

    Feb

WCC Wesco
$58.09 /

-0.425 (-0.73%)

01/09/20 Jefferies
Wesco in 'do-or-die situation' with Anixter bidding war, says Jefferies
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
AXE Anixter
$98.77 /

-0.02 (-0.02%)

01/06/20 Longbow
Longbow upgrades Wesco to Buy amid battle to acquire Anixter
12/27/19 Raymond James
Raymond James sees 'several positives' in Wesco revised proposal for Anixter

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