Anixter International Announces Amendment of Merger Agreement with Clayton, Dubilier & Rice

CEW Anxiter aqusition 400

Nov 26, 2019

As previously announced, on October 30, 2019, Anixter International, entered into an agreement and Plan of Merger to be acquired by a fund sponsored by Clayton, Dubilier & Rice, LLC (CD&R) in an all cash transaction valued at approximately $3.8 billion.

Anixter and CD&R agreed to an amendment to the merger agreement to increase the per-share consideration payable to Anixter’s shareholders to $82.50 per share in cash from $81.00 per share in cash.

The revised per-share consideration represents a premium of approximately 15.5% over Anixter’s closing price on October 29, 2019, and a premium of approximately 30% over the 90-day volume-weighted average price of Anixter’s common stock for the period ended October 29, 2019. The transaction is now valued at approximately $3.9 billion.

Under the terms of the amended merger agreement, Anixter may solicit superior proposals from third parties through 9 a.m. New York City time on November 24, 2019. Anixter advises that there can be no assurance that the solicitation process will result in an alternative transaction. To the extent that the merger agreement is terminated for a superior proposal prior to November 24, 2019 or, in certain circumstances, five days thereafter, Anixter would be obligated to pay a $60 million break-up fee to CD&R. If the merger agreement is terminated for a superior proposal after the aforementioned period, Anixter would be obligated to pay a $100 million break-up fee to CD&R.

Anixter does not intend to disclose developments with respect to this solicitation process unless and until it determines it is appropriate to do so.

The transaction is subject to the approval of Anixter’s stockholders, regulatory approvals and other customary closing conditions.

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