Anixter Says WESCO's Revised Offer Constitutes 'Superior Proposal'

(RTTNews) - Anixter International Inc. (AXE) said Thursday that it determined that a revised offer from WESCO International Inc. constitutes a "Superior Company Proposal" as defined in Anixter's definitive agreement and plan of merger with an affiliate of Clayton, Dubilier & Rice, LLC or "CD&R".

As per the terms of WESCO's revised offer, WESCO would acquire Anixter for nominal consideration of $100.00 per share, reflecting an enterprise value of about $4.5 billion including net debt.

The proposed consideration consists of $70.00 per share in cash, 0.2397 shares of WESCO common stock, and $15.89 per share in face amount of WESCO perpetual preferred stock.

On Friday, WESCO submitted a revised proposal to the board of directors of Anixter to acquire Anixter for $97.00 per share in cash and stock. The consideration has included $63.00 cash, plus a fixed exchange ratio of 0.2397 shares of WESCO common stock, as in WESCO's prior proposal, plus $19.89 of a newly created class of WESCO perpetual preferred stock.

Anixter said today it has notified CD&R of the Anixter Board's determination and CD&R has the option for the next five business days to negotiate an amendment of that agreement so that WESCO's offer will no longer be a "Superior Company Proposal."

As per the CD&R Merger Agreement, Anixter is required to pay a $100 million termination fee to CD&R if the Anixter Board terminates the CD&R Merger Agreement in order to enter into an agreement with WESCO. WESCO has agreed to pay the termination fee on Anixter's behalf in such event.