Anixter Agrees to CD&R’s Sweetened Buyout Bid Over Wesco

The revised per-share consideration represents a premium of about 31% over Anixter’s closing price on Oct. 29. The new bid is now valued at $4.3 billion.

GLENVIEW, Ill. — Anixter Int’l (NYSE: AXE) said Thursday it agreed to an enhanced takeover offer by Clayton, Dubilier and Rice (CB&R) that values that company at $4.3 billion.

CB&R increased its per-share bid to $93.50 in cash from $86 in cash and a $2.50 contingent value right upon the occurrence of certain events. The revised offer represents a ~31% premium over Anixter’s closing price on Oct. 29 when it initially agreed to be acquired for $3.8 billion by the private investment firm.

In the announcement, Anixter said the new CB&R offer was superior to Wesco International’s (NYSE: WCC) Dec. 26 buyout bid of $93.50 a share, which included $63 a share in cash and the rest in Wesco stock.

“In evaluating the new proposal from CD&R, the Board carefully considered the value and risk profile of Wesco’s offer comprising cash, Wesco common stock and a new series of Wesco preferred stock, for which there is no established market or trading price,” states Sam Zell, chairman of the Anixter Board of Directors. “The Board has unanimously concluded that CD&R’s improved all-cash proposal is superior to Wesco’s offer.”

The announcement also included the following details:

The transaction is subject to the approval of Anixter’s stockholders and other customary closing conditions. The required antitrust waiting periods have expired, or approvals or clearances have otherwise been obtained, in the United States, Canada, Mexico, Costa Rica and Turkey. The transaction remains conditioned on approvals or clearances in the European Union and Russia, which are expected to be received by February. Although the closing could occur as early as February, under the Second Amended Merger Agreement, CD&R has the right to delay the closing until a date no later than September 30th.

Under the terms of the Second Amended Merger Agreement, Anixter may, subject to the provisions of the Second Amended Merger Agreement, respond to an unsolicited proposal that is reasonably likely to result in a superior proposal. In addition, Anixter may continue to engage in discussions with Wesco International, Inc., which remains an Excluded Party (as defined in the Second Amended Merger Agreement). Anixter does not intend to disclose developments with respect to any such unsolicited proposal unless and until it determines it is appropriate to do so.

Centerview Partners LLC is serving as lead financial advisor, Wells Fargo Securities, LLC is also serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Anixter in connection with the transaction. Neal, Gerber & Eisenberg LLP is serving as legal advisor to the stockholders party to the voting agreement. BofA Securities, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Credit Suisse are serving as financial advisors to CD&R, and Debevoise & Plimpton LLP is serving as legal advisor to CD&R.

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Although Bosch’s name is quite familiar to those in the security industry, his previous experience has been in daily newspaper journalism. Prior to joining SECURITY SALES & INTEGRATION in 2006, he spent 15 years with the Los Angeles Times, where he performed a wide assortment of editorial responsibilities, including feature and metro department assignments as well as content producing for latimes.com. Bosch is a graduate of California State University, Fresno with a degree in Mass Communication & Journalism. In 2007, he successfully completed the National Burglar and Fire Alarm Association’s National Training School coursework to become a Certified Level I Alarm Technician.

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