WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, and advanced supply chain management and logistics services, on April 9 provided an update regarding its previously announced merger with Anixter International Inc. (NYSE: AXE), and announced that it will hold its first quarter earnings conference call on April 30, 2020.
Update on Merger
Anixter Stockholder Vote
On April 9, Anixter held a special meeting of stockholders to consider and vote on certain proposals relating to the previously announced merger agreement with WESCO. The merger was approved by approximately 99.42% of the votes cast at the special meeting, 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. This approval satisfies one of the conditions to the closing of the transaction. The merger remains subject to other customary closing conditions, including receipt of regulatory approval in Canada and Mexico.
"We are very pleased that the Anixter stockholders voted overwhelmingly in support of this transaction, which will be transformative for both companies," said John Engel, Chairman, President, and Chief Executive Officer of WESCO. "By voting in favor of the merger of these two outstanding companies, Anixter stockholders voted to become owners of an industry leader in electrical and data communications distribution. We look forward to creating tremendous value for our stockholders through this highly synergistic and complementary business combination."
Financing the Transaction
As discussed in the proxy statement/prospectus mailed to Anixter stockholders in connection with the merger, WESCO has obtained debt financing commitments from Barclays Bank PLC in an amount sufficient to refinance certain existing debt of Anixter and to pay the cash portion of the merger consideration to consummate the merger. These commitments consist of an unsecured bridge facility in aggregate principal amount of $3.215 billion and a 5-year senior secured asset-based revolving credit facility in aggregate principal amount of $1.2 billion. Following the merger announcement certain of WESCO's relationship banks entered into the debt financing commitments via joinder.
The bridge facility provides capacity to refinance Anixter's 2021 senior notes as well as finance any consent solicitation or change of control offer in respect of Anixter's senior notes due 2023 and 2025.
A syndication process is underway to increase the company's accounts receivable securitization facility. The securitization facility is expected to increase from $600 million to approximately $1.0 billion under a new three-year term.
Regulatory Approvals
As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired in late February. Since that time, WESCO has also received clearances from Turkey and Russia. The merger remains subject to regulatory approval in Canada and Mexico. WESCO continues to expect to complete the transaction in the second or third quarter of 2020.
First Quarter 2020 Earnings Call
WESCO announced that it will hold its first quarter 2020 earnings conference call on Thursday, April 30, at 10:00 a.m. ET. Dial-in details are here. The live audio webcast and presentation slides of the earnings call will be accessible via WESCO's Investor Relations website, www.wesco.investorroom.com.