By Kavita Sabharwal-Chomiuk
Anixter International Inc., a global distributor of network and security solutions, electrical and electronic solutions and utility power solutions, has entered into a definitive agreement with a Clayton, Dubilier & Rice (CD&R) affiliate to be acquired in an all-cash transaction valued at approximately US$3.8 billion including net debt. As a result of the transaction, which is expected to close by the end of Q1-2020, Anixter will become a private company.
Under the terms of the acquisition agreement, Anixter shareholders will receive $81.00 per share in cash from CD&R-managed funds. This represents a premium of approximately 13 per cent over Anixter’s closing price on Oct. 29, 2019, and a premium of approximately 27 per cent over the 90-day volume-weighted average share price for the period ending Oct. 29, 2019.
Anixter plans to hold a Special Meeting of Stockholders to consider and vote on the proposed merger and agreement as soon as practicable after the mailing of the proxy statement to its shareholders. The merger is subject to the approval of Anixter’s shareholders, regulatory approvals and other customary closing conditions.
“We believe this transaction is in the best interest of Anixter and our stockholders,” said Bill Galvin, Anixter’s president and CEO. “After careful and thorough analysis, together with our independent advisors, our Board of Directors unanimously approved this transaction with CD&R, which has a strong reputation and a track record of success in helping industrial distributors, like Anixter, prosper and grow.”
It is anticipated that after the transaction has been completed, Bill Galvin and other members of Anixter’s executive management team will continue to lead the company. The agreement with CD&R was unanimously approved by Anixter’s Board of Directors and recommends that Anixter stockholders approve the proposed merger and merger agreement.
“It’s a great outcome for Anixter’s employees, customers and partners,” added Galvin. “As a private company, we believe Anixter will have greater flexibility to focus on and accelerate our long-term strategic priorities.”