WESCO INTERNATIONAL : Entry into a Material Definitive Agreement, Other Events (form 8-K/A)

January 30, 2020 at 04:59 pm EST

Date of Report (Date of Earliest Event Reported): January 13, 2020 (January 10, 2020)

WESCO INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-14989

25-1723342

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

225 West Station Square Drive

Suite 700

Pittsburgh, Pennsylvania

15219

(Zip Code)

(Address of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the


        following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

. . .

orms the basis of the calculation of the value of the Merger

Consideration (as defined below) for purposes of the treatment of Anixter stock options and restricted stock unit awards, from 0.2937 to 0.2397. This typographical error was present solely in the text of Item 1.01 of the Original Filing. The exhibits

to the Original Filing, including the Merger Agreement (as defined below) and the joint press release, contained the correct number of shares of common stock of WESCO that the stockholders of Anixter would receive in connection with the Merger. No

other modifications to the Original Filing are being made by this Form 8-K/A. This Form 8-K/A speaks as of the original filing date of the Original Filing, does not reflect events that may have occurred subsequent to the original filing date and does

not modify or update in any way disclosures made in the Original Filing, except as otherwise set forth in this Form 8-K/A.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Items 1.01, 3.03 and 8.01 of the

Original Filing, as amended by this Current Report on Form 8-K/A, which form a part of, and should be read together with, the Original Filing, are set forth below.

Item 1.01. Entry Into a Material Definitive Agreement.

On January 10, 2020, WESCO International, Inc., a Delaware corporation (“WESCO”),

entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anixter International Inc., a Delaware corporation (“Anixter”), and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”).

Merger Agreement

The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub will be

merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO.

At the effective time of the Merger (the “Effective Time”), each

outstanding share of common stock of Anixter (subject to limited exceptions, including shares with respect to which dissenters’ rights have been validly exercised in accordance with Delaware law) will be converted into the right to receive (i) $70.00

in cash, without interest, subject to adjustment as described below and as otherwise specified in the Merger Agreement (the “Cash Consideration”), (ii) 0.2397 shares of common

stock of WESCO (the “Common Stock Consideration”), subject to adjustment as specified in the Merger Agreement to ensure that the issuance of shares of WESCO common stock at the

Effective Time does not exceed 19.9% of the shares of WESCO common stock then outstanding, and (iii) 0.6356 depositary shares (the “Preferred Stock Consideration”), each

representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual WESCO preferred stock, Series A, $25,000 stated amount per whole preferred share (the “Series

A Preferred Stock”), subject to adjustment as specified in the Merger Agreement (collectively, the “Merger Consideration”).

The Merger Agreement provides for downside protection for the value of the Common Stock Consideration, such that if the volume-weighted

average trading price of WESCO common stock on the New York Stock Exchange (“NYSE”) during a specified period prior to closing (the “Average WESCO Stock Price”) is less than $58.88 but greater than $47.10, the amount of the Cash Consideration will be increased to offset the decline in the value of the Common Stock Consideration below $58.88, up

to a maximum cash increase of $2.82 per share of Anixter common stock. If the Average WESCO Stock Price is less than $47.10, the amount of the Cash Consideration will be increased by $2.82.

The Merger Agreement also provides that WESCO may elect to substitute additional Cash Consideration to reduce the Preferred Stock

Consideration on a dollar-for-dollar basis (valuing the Preferred Stock Consideration for this purpose based on the value of the liquidation preference of the underlying Series A Preferred Stock). WESCO may not, however, reduce the Preferred Stock

Consideration if the aggregate face amount of the Preferred Stock Consideration issued would be less than $100 million, unless the Preferred Stock Consideration issued is reduced to zero.

The board of directors of WESCO has unanimously approved the Merger Agreement. The board of directors of Anixter has also unanimously

approved the Merger Agreement and resolved to recommend the adoption of the Merger Agreement by Anixter stockholders, who will be asked to vote on such proposal and other related proposals at a special meeting of Anixter’s stockholders.

Series A Preferred Stock

Subject to consummation of the Merger and WESCO’s right to reduce the Preferred Stock Consideration as specified in the Merger Agreement

and as described above, the Series A Preferred Stock will have the designation and number of shares, and the relative powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, as set forth in the Form

of Certificate of Designations attached as “Exhibit E” to the Merger Agreement.

Treatment of Company Options and Restricted Stock Units

Pursuant to the Merger Agreement, immediately

Latest news about WESCO International, Inc.

(412) 454-2200

(Registrant’s telephone number, including area code)

RBC Cuts Price Target on WESCO International to $176 From $192, Keeps Sector Perform Rating	Apr. 22	MT
KeyBanc Raises Price Target on WESCO International to $190 From $165, Maintains Overweight Rating	Apr. 11	MT
WESCO Completes Sale of Integrated Supply Business to Vallen Distribution	Apr. 01	MT
Vallen Distribution, Inc. completed the acquisition of WESCO Integrated Supply, Inc. from WESCO International, Inc..	Mar. 31	CI
JPMorgan Cuts Price Target on WESCO International to $175 From $180, Maintains Overweight Rating	Mar. 15	MT
Wesco International Insider Sold Shares Worth $836,999, According to a Recent SEC Filing	Mar. 12	MT
Celadon hails early results of chronic pain trial	Mar. 08	AN
Wesco International Poised for 'Productive' Q1 With Pending Asset Sale, Issuance of Notes, Oppenheimer Says	Mar. 07	MT
Oppenheimer Adjusts WESCO International Price Target to $190 From $175, Maintains Outperform Rating	Mar. 07	MT
Wesco International to Pay Quarterly Dividend $0.4125 a Share, Payable March 29 to Shareholders of Record March 15	Feb. 29	MT
WESCO International, Inc. Declares Quarterly Cash Dividend on Common Stock, Payable on March 29, 2024	Feb. 29	CI
Wesco International Unit Prices Upsized Senior Notes Offering	Feb. 27	MT
WESCO Launches $1.5 Billion Offering of Senior Notes Due 2029, 2032	Feb. 26	MT
Wesco International to Sell Industrial Supply Chain Business to Vallen Distribution	Feb. 23	MT
Vallen Distribution, Inc. entered into a definitive agreement to acquire WESCO Integrated Supply, Inc. from WESCO International, Inc. for approximately $400 million.	Feb. 22	CI
Oppenheimer Adjusts WESCO International Price Target to $175 From $185, Maintains Outperform Rating	Feb. 14	MT
KeyBanc Cuts Price Target on WESCO International to $165 From $185, Maintains Overweight Rating	Feb. 14	MT
North American Morning Briefing :Stock Futures -2-	Feb. 14	DJ
Industrials Slide on Stagflation Fears -- Industrials Roundup	Feb. 13	DJ
WESCO International Shares Fall on Lower Q4 Adjusted Earnings, Net Sales	Feb. 13	MT
Transcript : WESCO International, Inc., Q4 2023 Earnings Call, Feb 13, 2024	Feb. 13
Caution Ahead of Key Inflation Data Weighs on Exchange-Traded Funds, Equity Futures Pre-Bell Tuesday	Feb. 13	MT
WESCO International Q4 Adjusted Earnings, Net Sales Fall; Sets 2024 Guidance	Feb. 13	MT
North American Morning Briefing : Stocks Seen -2-	Feb. 13	DJ
Earnings Flash (WCC) WESCO INTERNATIONAL Reports Q4 Revenue $5.47B	Feb. 13	MT

	1st Jan change	Capi.
WESCO INTERNATIONAL, INC.	-9.54%	8.11B
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TADIRAN GROUP LTD	-1.88%	590M
SOLOMON TECHNOLOGY CORPORATION	+178.77%	521M
TACHIBANA ELETECH CO., LTD.	+7.39%	460M

1st Jan change

Capi.

WESCO INTERNATIONAL, INC.