Anixter Says CD&R's Proposal Superior To WESCO's Offer

(RTTNews) - Anixter International Inc. (AXE) said it has agreed to amend its merger deal with Clayton, Dubilier and Rice LLC or CD&R, in which CD&R increased the per-share consideration payable to Anixter's shareholders to $93.50 per share in cash from the prior offer of $86.00 per share in cash and a $2.50 contingent value right upon the occurrence of certain events. The transaction is now valued at about $4.3 billion.

The latest Amended Merger Agreement did not include the contingent value right. The revised per-share consideration represents a premium of about 31% over Anixter's closing price on October 29, 2019.

Sam Zell, Chairman of the Anixter Board of Directors, said, "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. The Board has unanimously concluded that CD&R's improved all-cash proposal is superior to WESCO's offer."

As per the recent Amended Merger Agreement, Anixter may 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, which remains an Excluded Party.

On 27th December, Anixter said that it received a revised proposal from WESCO International on December 26, 2019 under which Anixter shareholders would receive consideration nominally valued at $93.50 per share. The company would carefully review WESCO's proposal in the context of Anixter's existing agreement with Clayton, Dubilier & Rice. WESCO's offer consisted of $63.00 in cash, $13.85 in WESCO common stock and $16.65 in face amount of WESCO preferred stock.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.


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