WESCO International closes acquisition of Anixter for US$4.5B

Date Closed

June 22, 2020

Lead Office

Toronto

Value

4.50 Billion USD

On January 23, 2020, Anixter announced it had reached definitive merger agreement under which it would merge with WESCO in a transaction valued at approximately US$4.5 billion.

Under the terms of the agreement, each share of Anixter common stock was converted into the right to receive US$70 in cash, 0.2397 shares of WESCO common stock and preferred stock consideration valued at US$15.89, based on the value of its liquidation preference. Based on the closing price of WESCO's common stock on January 10, 2020 and the liquidation preference of the WESCO preferred stock consideration, the total consideration represented approximately US$100 per Anixter share, giving effect to downside protection. Based on transaction structure and the number of shares of WESCO and Anixter common stock currently outstanding, it was anticipated that WESCO stockholders will own 84%, and Anixter stockholders 16%, of the combined company.

The combined company will have pro forma 2019E revenues of approximately US$17 billion and will be a leading electrical and data communications distributor in North America. The transaction was one of the most notable Canadian competition law enforcement matters of 2020, as one of only three transactions subjected to remedies, as registered in a Consent Agreement with the federal Competition Tribunal.

WESCO International, Inc., 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.

Anixter International is a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions. The company helps build, connect, protect, and power valuable assets and critical infrastructures.

McCarthy Tétrault LLP advised Anixter with respect to Canadian antitrust issues, with a team led by Casey Halladay that included Michael Caldecott and Erin Keogh, along with a broad roster from MT>3, McCarthy Tétrault’s market-leading e-discovery division.

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