Anixter International Inc. (NYSE: AXE) (“Anixter” or the
“Company”) today announced that, at a special meeting of
stockholders held on April 9, 2020, Anixter’s stockholders approved
the adoption of the previously announced merger agreement relating
to the proposed transaction between Anixter and WESCO
International, Inc. (NYSE: WCC) (“WESCO”), whereby Anixter will
become a wholly owned subsidiary of WESCO.
Approximately 99.42% of the votes cast at the special meeting
voted in favor of the merger, which represented approximately
82.26% of the total outstanding shares of Anixter common stock as
of February 28, 2020, the record date for the special meeting.
After certification by the Company’s inspector of elections, the
final voting results for the Company’s special meeting will be
filed with the U.S. Securities and Exchange Commission (the “SEC”)
in a Form 8-K, which will also be available at https://investors.anixter.com.
The merger remains subject to various customary closing
conditions, including receipt of approvals or clearances, or the
expiration, termination or waiver of the waiting periods, under the
antitrust laws of Canada and Mexico, and is expected to close
during the second or third quarter of 2020.
Advisors
Centerview Partners LLC is serving as lead financial advisor and
Wells Fargo Securities, LLC is also serving as financial advisor to
Anixter. Sidley Austin LLP is serving as legal advisor.
Barclays is serving as financial advisor to WESCO, and Wachtell,
Lipton, Rosen & Katz is serving as legal advisor.
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 more
than 100,000 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.
About WESCO
WESCO International, Inc. (NYSE: WCC), a publicly traded FORTUNE
500® holding company headquartered in Pittsburgh, Pennsylvania, is
a leading provider of electrical, industrial, and communications
maintenance, repair and operating (MRO) and original equipment
manufacturer (OEM) products, construction materials, and advanced
supply chain management and logistic services. 2019 annual sales
were approximately $8.4 billion. The company employs approximately
9,500 people, maintains relationships with approximately 30,000
suppliers, and serves approximately 70,000 active customers
worldwide. Customers include commercial and industrial businesses,
contractors, government agencies, institutions, telecommunications
providers, and utilities. WESCO operates 11 fully automated
distribution centers and approximately 500 branches in North
America and international markets, providing a local presence for
customers and a global network to serve multi-location businesses
and multi-national corporations.
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 and Anixter. These forward-looking statements are
based on current expectations and beliefs of Anixter’s management
as well as assumptions made by, and information currently available
to, Anixter’s management, current market trends and market
conditions and involve risks and uncertainties, many of which are
outside of Anixter’s and Anixter’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, which was amended by Amendment No. 1 on Form
10-K/A filed with the SEC on March 9, 2020, the Proxy
Statement/Prospectus and Anixter’s other reports filed with 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 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 or Anixter’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 Anixter’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 (WHEN THEY BECOME AVAILABLE) CAREFULLY AND IN THEIR ENTIRETY
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 www.sec.gov. Copies of the
documents filed with the SEC by WESCO will be available free of
charge on WESCO’s website at 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
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. 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. 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 is included in the Registration Statement and Proxy
Statement/Prospectus and will be included in other relevant
materials to be filed with the SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200409005579/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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