Anixter International Inc. (NYSE: AXE) (“Anixter”) announced
today that, due to the emerging public health impact of the
coronavirus (COVID-19) pandemic, the location of Anixter’s special
meeting of stockholders has been changed and will be held in a
virtual meeting format only. As previously announced, the special
meeting will be held on Thursday, April 9, 2020 at 8:30 a.m.
Central Time. The purpose of the special meeting is to consider and
vote on certain proposals relating to the previously announced
Agreement and Plan of Merger, dated as of January 10, 2020, by and
among Anixter, WESCO International, Inc. (“WESCO”) and Warrior
Merger Sub, Inc., a wholly owned subsidiary of WESCO (“Merger
Sub”), pursuant to which Merger Sub will be merged with and into
Anixter (the “Merger”), with Anixter surviving the Merger as a
wholly owned subsidiary of WESCO.
To be admitted to the special meeting at
www.virtualshareholdermeeting.com/AXE2020, stockholders must enter
the control number found on their proxy card, voting instruction
form or notice previously received. Further information regarding
this change to the location of the special meeting can be found in
the updated notice of meeting filed by Anixter with the Securities
and Exchange Commission on March 18, 2020.
About Anixter
Anixter International is a leading global distributor of Network
& Security Solutions, Electrical & Electronic Solutions and
Utility Power Solutions. We help build, connect, protect, and power
valuable assets and critical infrastructures. From enterprise
networks to industrial MRO supply to video surveillance
applications to electric power distribution, we offer full-line
solutions, and intelligence, that create reliable, resilient
systems that sustain businesses and communities. Through our
unmatched global distribution network along with our supply chain
and technical expertise, we help lower the cost, risk and
complexity of our customers’ supply chains.
Anixter adds value to the distribution process by providing
approximately 130,000 customers access to 1) innovative supply
chain solutions, 2) nearly 600,000 products and over $1.0 billion
in inventory, 3) over 300 warehouses/branch locations with over 9
million square feet of space and 4) locations in over 300 cities in
approximately 50 countries. Founded in 1957 and headquartered near
Chicago, Anixter trades on the New York Stock Exchange under the
symbol AXE.
Additional information about Anixter is available at
www.anixter.com.
Forward-Looking Statements
All statements made herein that are not historical facts should
be considered as forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially. These
statements include, but are not limited to, statements regarding
the expected completion and timing of the proposed transaction
between WESCO International, Inc. (“WESCO”) and Anixter
International Inc. (“Anixter”), expected benefits and costs of the
proposed transaction, and management plans relating to the proposed
transaction, and statements that address WESCO's expected future
business and financial performance and other statements identified
by words such as anticipate, plan, believe, estimate, intend,
expect, project, will and similar words, phrases or expressions.
These forward-looking statements are based on current expectations
and beliefs of WESCO's management as well as assumptions made by,
and information currently available to, WESCO's management, current
market trends and market conditions and involve risks and
uncertainties, many of which are outside of WESCO's and WESCO's
management's control, and which may cause actual results to differ
materially from those contained in forward-looking statements.
Accordingly, you should not place undue reliance on such
statements. Certain of these risks are set forth in Anixter’s
Annual Report on Form 10-K for the fiscal year ended January 3,
2020, as well as Anixter’s other reports filed with the U.S.
Securities and Exchange Commission (the “SEC”).
These risks, uncertainties and assumptions also include the
timing, receipt and terms and conditions of any required
governmental and regulatory approvals of the proposed transaction
between WESCO and Anixter that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the
possibility that stockholders of Anixter may not adopt the merger
agreement, the risk that the parties may not be able to satisfy the
conditions to the proposed transaction in a timely manner or at
all, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of WESCO's common stock, the
risk of any unexpected costs or expenses resulting from the
proposed transaction, the risk of any litigation relating to the
proposed transaction, the risk that the proposed transaction and
its announcement could have an adverse effect on the ability of
WESCO or Anixter to retain customers and retain and hire key
personnel and maintain relationships with their suppliers,
customers and other business relationships and on their operating
results and businesses generally, the risk that the pending
proposed transaction could distract management of both entities and
they will incur substantial costs, the risk that problems may arise
in successfully integrating the businesses of the companies, which
may result in the combined company not operating as effectively and
efficiently as expected, the risk that the combined company may be
unable to achieve synergies or other anticipated benefits of the
proposed transaction or it may take longer than expected to achieve
those synergies or benefits and other important factors that could
cause actual results to differ materially from those projected. All
such factors are difficult to predict and are beyond WESCO's
control.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed transaction, on each of
March 4, 2020 and March 9, 2020, WESCO filed with the SEC an
amendment to the registration statement originally filed on
February 7, 2020, which includes a prospectus of WESCO and a proxy
statement of Anixter, and each party will file other documents
regarding the proposed transaction with the SEC. The registration
statement was declared effective by the SEC on March 11, 2020 and
the proxy statement/prospectus has been mailed to Anixter's
stockholders. INVESTORS AND SECURITY HOLDERS OF WESCO AND ANIXTER
ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WESCO,
ANIXTER AND THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the registration
statement, proxy statement/prospectus and other documents filed
with the SEC by WESCO or Anixter through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by WESCO will be available free of charge on WESCO's
website at http://wesco.investorroom.com/sec-filings and copies of
the documents filed with the SEC by Anixter will be available free
of charge on Anixter's website at
http://investors.anixter.com/financials/sec-filings.
Participants in the Solicitation
WESCO and Anixter and certain of their respective directors,
certain of their respective executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies from Anixter shareholders with respect to
the potential transaction under the rules of the SEC. Information
about the directors and executive officers of WESCO is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2019, which was filed with the SEC on February 24, 2020, and
amended by Amendment No. 1 on Form 10-K/A filed with the SEC on
March 9, 2020, and its proxy statement for its 2019 annual meeting
of stockholders, which was filed with the SEC on April 15, 2019.
Information about the directors and executive officers of Anixter
is set forth in its Annual Report on Form 10-K for the year ended
January 3, 2020, which was filed with the SEC on February 20, 2020,
and amended by Amendment No. 1 on Form 10-K/A filed with the SEC on
March 9, 2020, and its proxy statement for its 2019 annual meeting
of stockholders, which was filed with the SEC on April 18, 2019.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of
such participants in the solicitation of proxies in respect of the
potential transaction will be included in the registration
statement and proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
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version on businesswire.com: https://www.businesswire.com/news/home/20200318005706/en/
Anixter Contacts: 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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