Anixter Merger Agreement

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PITTSBURGH, March 9, 2020 /PRNewswire/ — WESCO International, Inc. (NYSE: WCC), a leading provider of MRO and OEM products of electrical, industrial and communications products, building materials, and advanced management and logistics services, today announced that it has revised its expectations with respect to the financing of the counterparty`s cash share to be paid pursuant to the previously announced merger agreement with Anixter International Inc. based on current market conditions. The company also announced WESCO`s participation in the J.P. Morgan Industrials Conference on Wednesday, March 11, 2020. Preferred share underperformance consists of 0.6356 deposit shares, with each of the deposit shares constituting a 1/1,000 interest in one share of the cumulative open-ended preferred shares of WESCO Series A, with a liquidation preference of USD 25,000 per preferred share and a fixed dividend rate calculated on the basis of a spread of 325 basis points on the dominant unsecured bonds to be issued for the completion of the transaction (the dividend rate for the Series A preferred share is expected to be approximately 9.25%). The fixed dividend rate is reset and Series A preferred shares have a five-year non-call function. WESCO has accepted the deposit shares representing the new series of preferred bonds on the New York Stock Exchange, and the security is expected to receive equity treatment from rating agencies. The deposit share issued upon the merger of Anixter`s common share is valued at $15.89, based on the liquidation preference of the underlying interest in the Series A preferred shares it represents.

On November 22, Anixter notified amended merger terms with Clayton, Dubilier &Rice; The cash price was increased from $81 to $82.50 per share. Anixter`s prior agreement to be acquired by Clayton, Dubilier & Rice LLC has been cancelled. In accordance with the Merger Agreement, immediately prior to the effective date, any Anixter share option is in currency and prior to the 10th. Allocation of restricted share units granted by Anixter on 1 January 2020 on an unavoidable basis (in the event of the allocation of limited share units on the basis of results, the degree of achievement of the results-based exercise criteria being measured in accordance with the terms of the current allocation agreement) and cancelled in exchange for the right to receive, a cash payment corresponding to the value of the counter-performance of the merger for each underlying share of the common share of Anixter (up to $70.00 in cash, plus the value of 0.2397 WESCO common shares, determined on the basis of a volume-weighted average trading price, plus $15.89 for the underperformance of the preferred shares, in any event, subject to the adjustments described above and specified in the merger agreement), less the prevailing exercise price per share in the case of a stock option. . . .