WESCO INTERNATIONAL, INC. Item 1.01. Entry Into a Material Definitive Agreement.
On
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
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
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
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.
1--------------------------------------------------------------------------------
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 prior to the Effective Time, each
in-the-money Anixter stock option, and each Anixter restricted stock unit award
granted prior to
Financing
In connection with the execution of the Merger Agreement, WESCO entered into a
commitment letter, dated as of
Conditions Precedent to the Merger
The completion of the Merger is subject to satisfaction or waiver of certain
customary mutual closing conditions, including (1) the receipt of the required
approval from Anixter stockholders, (2) the expiration or termination of the
waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), expiration or termination
of the waiting period applicable to the Merger under the Competition Act
(
2
. . .
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 1.01 of this Report is incorporated by reference into this Item 3.03.
Item 8.01. Other Events.
On
In connection with the announcement of the Merger Agreement, WESCO and Anixter intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
5
--------------------------------------------------------------------------------Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as ofJanuary 10, 2020 , by and amongWESCO International, Inc. ,Warrior Merger Sub, Inc. and Anixter International Inc.* 10.1 Voting Agreement, dated as ofJanuary 10, 2020 , by and amongWESCO International Inc. and the stockholders of Anixter International Inc. listed on Schedule A thereto. 99.1 Press Release, datedJanuary 13, 2020 . 99.2 Investor Presentation, datedJanuary 13, 2020 .
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
*Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy
of any omitted schedule or similar attachment to the
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended. In connection with the potential
transaction,
6--------------------------------------------------------------------------------
Participants in the Solicitation
WESCO and Anixter and certain of their respective directors, certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies from Anixter
shareholders with respect to the potential transaction under the rules of the
Cautionary Note Regarding Forward-Looking Statements
All statements made herein that are not historical facts should be considered as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, and management plans relating to the proposed transaction, and statements that address each company's expected future business and financial performance and other statements identified by words such as "anticipate", "plan", "believe", "estimate", "intend", "expect", "project", "will" and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of WESCO and Anixter (as the case may be), as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of each company's and each company's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.
7--------------------------------------------------------------------------------
Those risks, uncertainties and assumptions include the timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or cause the parties
to abandon the proposed transaction, the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger
agreement, the possibility that stockholders of Anixter may not adopt the merger
agreement, the risk that the parties may not be able to satisfy the conditions
to the proposed transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due to the
proposed transaction, the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of WESCO's common
stock or Anixter's common stock, the risk of any unexpected costs or expenses
resulting from the proposed transaction, the risk of any litigation relating to
the proposed transaction, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of WESCO or Anixter to
retain customers and retain and hire key personnel and maintain relationships
with their suppliers, customers and other business relationships and on their
operating results and businesses generally, the risk the pending proposed
transaction could distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully integrating
the businesses of the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that the combined
company may be unable to achieve synergies or other anticipated benefits of the
proposed transaction or it may take longer than expected to achieve those
synergies or benefits and other important factors that could cause actual
results to differ materially from those projected. All such factors are
difficult to predict and are beyond WESCO's control. Additional factors that
could cause results to differ materially from those described above can be found
in WESCO's most recent Annual Report on Form 10-K, as it may be updated from
time to time by quarterly reports on Form 10-Q and current reports on Form 8-K
all of which are available on WESCO's website at
http://wesco.investorroom.com/sec-filings and on the
Forward-looking statements speak only as of the date of this communication. Neither WESCO nor Anixter undertake any intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.
8--------------------------------------------------------------------------------
© Edgar Online, source
