Anixter International Inc. Announces Amended & Restated Merger Agreement With Clayton, Dubilier & Rice To Increase Consideration From $86/Share To $93.50/Share

Anixter International Inc. (NYSE:AXE), a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions, has agreed to a further amendment and

Benzinga · 01/02/2020 11:31

Anixter International Inc. (NYSE:AXE), a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions, has agreed to a further amendment and restatement of the Amended Merger Agreement (the “Second Amended Merger Agreement”) with Clayton, Dubilier & Rice LLC (“CD&R”) to increase the per-share consideration payable to Anixter’s shareholders to $93.50 per share in cash (from $86.00 per share in cash and a $2.50 contingent value right upon the occurrence of certain events). The transaction is now valued at approximately $4.3 billion.

The revised per-share consideration represents a premium of approximately 31% over Anixter’s closing price on October 29, 2019, and a premium of approximately 47% over the 90-day volume-weighted average price of Anixter’s common stock for the period ended October 29, 2019.

The Second Amended Merger Agreement, amends and restates in its entirety the Amended Merger Agreement, which was announced on December 23 and valued at approximately $4 billion. The Second Amended Merger Agreement does not include the contingent value right. The voting agreement pursuant to which certain stockholders of Anixter, including entities associated with Sam Zell, have agreed, among other things, to vote their shares of Anixter common stock in favor of the merger, remains in effect with respect to the Second Amended Merger Agreement.