Posted December 24, 2019

WESCO makes offer to acquire Anixter

WESCO International confirms that it is seeking to acquire Anixter International and has most recently made an offer valued at $90 per Anixter share.

The offer comes a day after Anixter, which supplies communications and security products, said it had agreed to a bid worth $86 per share and $2.50 per share contingent value rights from private equity firm Clayton, Dubilier & Rice.

"Our proposal to acquire Anixter represents a compelling opportunity to deliver significant and immediate value to Anixter's stockholders, and to afford Anixter stockholders the ability to participate in the long-term growth and value creation of the combined company. Given the substantial expected synergies and an enhanced strategic profile for the combined company, we believe that WESCO's acquisition of Anixter is in the best interests of both companies and their stockholders," said John J. Engel, WESCO's chairman, president and CEO. "This transaction would deliver significant and superior value to our respective stockholders. We are currently determining next steps to effect a transaction and expect to have further comment on these matters shortly."

In October, Anixter, a global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions, entered into an agreement to be acquired by a fund sponsored by Clayton, Dubilier & Rice in an all cash transaction valued at approximately $3.9 billion.

Anixter announced on Dec. 23 that Anixter and CD&R agreed to an amended and restated merger agreement to increase the per-share consideration payable to Anixter’s shareholders to $86.00 per share in cash (from $82.50 per share in cash) and a $2.50 contingent value.

The revised per-share consideration represents a premium of approximately 20% over Anixter’s closing price on October 29, 2019, and a premium of approximately 35% over the 90-day volume-weighted average price of Anixter’s common stock for the period ended October 29, 2019. The transaction is now valued at approximately $4 billion.

“On behalf of Anixter’s Board of Directors, we are pleased to accept the amended acquisition proposal from CD&R and have concluded that it is in the best interest of Anixter’s stockholders,” said Sam Zell, chairman of the Anixter Board of Directors. “In evaluating the proposal, the Board has considered other alternatives and has run a thorough process focused on ensuring that our stockholders receive superior value with maximum certainty of successful timely completion. This is the right outcome for Anixter and its stockholders.”