Anixter announces amendment of merger agreement

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

Agreement
Pixabay/Aymanejed

As previously announced, on October 30, 2019, Anixter International Inc. (NYSE: AXE), a global distributor of network and security solutions, electrical and electronic solutions and utility power solutions, 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.

On Nov. 22, Anixter announced that the distributor and CD&R have 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 was permitted to solicit superior proposals from third parties through 9 a.m. New York City time on November 24, 2019. Anixter advised 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 said it "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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