Item 8.01. Other Events
On December 4, 2019, Anixter International Inc., a Delaware corporation (the
"Company"), issued an internal communication to its employees in connection with
the Agreement and Plan of Merger, dated as of October 30, 2019 and as amended on
November 21, 2019, by and among the Company, CD&R Arrow Parent, LLC and CD&R
Arrow Merger Sub, Inc. A copy of the internal communication is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. The internal
communication contains forward looking statements that should be read together
with the important factors referred to or incorporated by reference in the
"Cautionary Statement Regarding Forward-Looking Statements" below.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 CEO Email to the Company's employees, dated December 4, 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" as defined
in the U.S. Private Securities Litigation Reform Act of 1995. The reader is
cautioned not to rely on these forward-looking statements. These statements are
based on current expectations of future events and these include statements
using the words such as will and expected, and similar statements. If underlying
assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the expectations of the
Company. Risks and uncertainties include, but are not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at all, which
may adversely affect the Company's business and the price of its common stock,
(ii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Merger Agreement by the stockholders
of the Company, and the receipt of certain governmental and regulatory
approvals, (iii) the failure of Parent and Merger Sub to obtain the necessary
financing pursuant to the arrangements set forth in the commitment letters
delivered pursuant to the Merger Agreement or otherwise, (iv) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, (v) the effect of the announcement or pendency of the
transaction on the Company's business relationships, operating results, and
business generally, (vi) risks that the proposed transaction disrupts the
Company's current plans and operations and potential difficulties in the
Company's employee retention as a result of the transaction, (vii) risks related
to diverting management's attention from the Company's ongoing business
operations, (viii) the risk that the anticipated outcomes of the transaction
will not occur in the manner contemplated, or at all, and (ix) the outcome of
any legal proceedings that may be instituted against the Company or Parent or
Merger Sub related to the Merger Agreement or the transaction contemplated
thereby. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect
the businesses of the Company described in the "Risk Factors" section of the
Company's Annual Report on Form 10-K for the year ended December 28, 2018 filed
with the SEC on February 21, 2019, and other documents filed from time to time
with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Copies of these filings
are available online at www.sec.gov and
http://investors.anixter.com/financials/sec-filings/default.aspx.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. The Company does not give any assurance that it will
achieve its expectations.
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Additional Information and Where to Find It.
In connection with the proposed transaction, the Company will be filing with the
SEC a proxy statement (the "proxy statement") and mail the proxy statement to
its stockholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT
DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC
CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the proxy statement and other documents (when available)
that the Company files with the SEC through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by the Company will be
available free of charge on the Company's website at
investors.anixter.com/financials/sec-filings or by contacting the Company's
Investor Relations Department at kevin.burns@anixter.com.
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
the Company in connection with the transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, will
be included in the Proxy Statement described above when it is filed with the
SEC. Additional information regarding the Company's directors and executive
officers is also included in the Company's proxy statement for its 2019 Annual
Meeting of Stockholders, which was filed with the SEC on April 18, 2019. These
documents are available free of charge as described above. If the holdings of
the Company's securities change from the amounts provided in the proxy statement
for its 2019 Annual Meeting of Stockholders, or from the amounts provided in the
Proxy Statement, such changes will be set forth in the SEC filings on Forms 3, 4
and 5.
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