Anixter International Inc. Announces Date for Special Meeting to Consider Proposed Merger Agreement with WESCO International,...
18 Februar 2020 - 11:07PM
Business Wire
Anixter International Inc. (NYSE: AXE) (“Anixter” or the
“Company”) today announced that it will hold a special meeting of
its stockholders (the “Special Meeting”) at 8:30 A.M. Central Time
on April 9, 2020, at which Anixter stockholders will
consider and vote on (i) a proposal to adopt the previously
announced Agreement and Plan of Merger (the “Merger Agreement”),
dated as of January 10, 2020, by and among the Company, WESCO
International, Inc. and Warrior Merger Sub, Inc., (ii) the
approval, pursuant to the rules of the U.S. Securities and Exchange
Commission, on an advisory and non-binding basis, of certain
compensation that may be payable to certain of the Company’s
executive officers in connection with the transactions contemplated
by the Merger Agreement, and (iii) the approval of one or more
adjournments of the Special Meeting, if necessary or appropriate,
including to solicit additional proxies if there are not sufficient
votes cast at the Special Meeting in favor of the foregoing
matters. The location of the Special Meeting will be disclosed in
the Company’s definitive proxy statement in connection with the
Special Meeting.
Anixter stockholders of record as of the close of business on
February 28, 2020 will be entitled to receive notice of and to vote
at the Special Meeting.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, WESCO has filed
with the SEC a preliminary registration statement on Form S-4,
which contains a proxy statement of the Company and a prospectus of
WESCO (the “proxy
statement/prospectus”). The definitive proxy
statement/prospectus will be mailed to the Company’s stockholders
when available. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, AND ANY RELATED AMENDMENTS,
SUPPLEMENTS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, WESCO, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Security holders may obtain free
copies of the proxy statement/prospectus and other documents (when
available) that the Company and WESCO file with the SEC through the
website maintained by the SEC at www.sec.gov. Copies of the documents filed with
the SEC by the Company will also be available free of charge on the
Company’s website at investors.anixter.com/financials/sec-filings or by
contacting the Company’s Investor Relations Department at
kevin.burns@anixter.com.
Participants in the Solicitation
The Company, WESCO and certain of their respective directors,
executive officers and employees may be considered participants in
the solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
shareholders of the Company in connection with the transaction,
including a description of their respective direct or indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement/prospectus when it is filed with the
SEC. Information regarding the Company’s directors and executive
officers is included in the Company’s proxy statement on Schedule
14A for its 2019 annual meeting of stockholders, which was filed
with the SEC on April 18, 2019. Information regarding WESCO's
executive officers and directors is included in WESCO's proxy
statement for its 2019 annual meeting of stockholders, which was
filed with the SEC on April 15, 2019 and in WESCO's Annual Report
on Form 10-K for the year ended December 31, 2018, which was filed
with the SEC on February 27, 2019. Changes in the director or
indirect interests of the Company’s or WESCO’s directors and
executive officers are set forth in Forms 3, 4 and 5 filed by the
respective companies with the SEC. These documents are available
free of charge as described above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" as
defined in the U.S. Private Securities Litigation Reform Act of
1995. The reader is cautioned not to rely on these forward-looking
statements. These statements are based on current expectations of
future events and these include statements using the words such as
will and expected, and similar statements. If underlying
assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties
include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of its common
stock, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Merger Agreement by the stockholders of the Company, and the
receipt of certain governmental and regulatory approvals, (iii) the
failure of Parent and Merger Sub to obtain the necessary financing
pursuant to the arrangements set forth in the commitment letters
delivered pursuant to the Merger Agreement or otherwise, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (v) the
effect of the announcement or pendency of the transaction on the
Company’s business relationships, operating results, and business
generally, (vi) risks that the proposed transaction disrupts the
Company’s current plans and operations and potential difficulties
in the Company’s employee retention as a result of the transaction,
(vii) risks related to diverting management’s attention from the
Company’s ongoing business operations, and (viii) the outcome of
any legal proceedings that may be instituted against the Company or
Parent or Merger Sub related to the Merger Agreement or the
transaction contemplated thereby. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the businesses of
the Company described in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the year ended December
28, 2018, filed with the SEC on February 21, 2019 and other reports
and documents filed from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Copies of these
filings are available online at
investors.anixter.com/financials/sec-filings. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation and does not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. The Company does not
give any assurance that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20200218006120/en/
Ted Dosch Executive Vice President and CFO (224) 521-4281
Kevin Burns Senior Vice President - Investor Relations &
Treasurer (224) 521-8258
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