Item 1.01. Entry into a Material Definitive Agreement.
On January 1, 2020, Anixter International Inc., a Delaware corporation (the
"Company"), CD&R Arrow Parent, LLC, a Delaware limited liability company
("Parent"), and CD&R Arrow Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), entered into a Second Amended and Restated Agreement and Plan of Merger
(the "Second Amended Merger Agreement"), pursuant to which the Merger Sub will
merge with and into the Company (the "Merger"), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are
indirectly owned by investment funds managed by Clayton, Dubilier & Rice, LLC
("CD&R").
The Second Amended Merger Agreement amends and restates in its entirety the
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"),
dated as of December 23, 2019 (the "Amended Merger Agreement").
Second Amended Merger Agreement
Pursuant to the Second Amended Merger Agreement, the consideration received by
the Company's shareholders in the Merger increased to $93.50 in cash per share
(from $86.00 in cash per share and one $2.50 per share contingent value right,
which would have been payable upon the occurrence of certain events). The Second
Amended Merger Agreement does not include the contingent value right. The
closing of the merger is not required to occur prior to September 30, 2020,
subject to the satisfaction of certain conditions, but CD&R may elect or the
Company and CD&R may agree to close the merger prior to that date.
Except as set forth above, the material terms of the Second Amended Merger
Agreement are substantially the same as the terms of the Amended Merger
Agreement, which was previously filed as Exhibit 2.1 to the Current Report on
Form 8-K with the Securities and Exchange Commission on December 26, 2019.
The foregoing description of the Amended Merger Agreement and transaction
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Amended Merger
Agreement, which is attached hereto as Exhibit 2.1.
The Second Amended Merger Agreement has been included to provide investors and
stockholders with information regarding its terms. It is not intended to provide
any other factual information about the Company. The Second Amended Merger
Agreement contains representations and warranties that the parties to the Second
Amended Merger Agreement made to and solely for the benefit of each other and
may apply contractual standards of materiality that are different from
materiality under applicable securities laws. The assertions embodied in such
representations and warranties are qualified by information contained in the
confidential disclosure schedules that the Company delivered to Parent in
connection with signing the Second Amended Merger Agreement. Accordingly,
investors and stockholders should not rely on such representations and
warranties as characterizations of the actual state of facts or circumstances,
since they were only made as of the date of the Second Amended Merger Agreement,
are modified in important part by the underlying disclosure schedules, and
qualified as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate. Moreover, information concerning the subject
matter of such representations and warranties may change after the date of the
Second Amended Merger Agreement, which subsequent information may or may not be
fully reflected in the Company's public disclosures.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Second Amended and Restated Agreement and Plan of Merger, dated
January 1, 2020, by and among Anixter International Inc., CD&R Arrow
Parent, LLC and CD&R Arrow Merger Sub, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" as defined
in the U.S. Private Securities Litigation Reform Act of 1995. The reader is
cautioned not to rely on these forward-looking statements. These statements are
based on current expectations of future events and these include statements
using the words such as will and expected, and similar statements. If underlying
assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the expectations of the
Company. Risks and uncertainties include, but are not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at all, which
may adversely affect the Company's business and the price of its common stock,
(ii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Merger Agreement by the stockholders
of the Company, and the receipt of certain governmental and regulatory
approvals, (iii) the failure of Parent and Merger Sub to obtain the necessary
financing pursuant to the arrangements set forth in the commitment letters
delivered pursuant to the Merger Agreement or otherwise, (iv) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, (v) the effect of the announcement or pendency of the
transaction on the Company's business relationships, operating results, and
business generally, (vi) risks that the proposed transaction disrupts the
Company's current plans and operations and potential difficulties in the
Company's employee retention as a result of the transaction, (vii) risks related
to diverting management's attention from the Company's ongoing business
operations, (viii) the risk that the anticipated outcomes of the transaction
will not occur in the manner contemplated, or at all, and (ix) the outcome of
any legal proceedings that may be instituted against the Company or Parent or
Merger Sub related to the Merger Agreement or the transaction contemplated
thereby. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect
the businesses of the Company described in the "Risk Factors" section of the
Company's Annual Report on Form 10-K for the year ended December 28, 2018 filed
with the SEC on February 21, 2019, and other documents filed from time to time
with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Copies of these filings
are available online at www.sec.gov and
http://investors.anixter.com/financials/sec-filings/default.aspx.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. The Company does not give any assurance that it will
achieve its expectations.
Additional Information and Where to Find It.
In connection with the proposed transaction, the Company has filed with the SEC
a preliminary proxy statement and will be filing with the SEC a definitive proxy
statement (the "proxy statement") and mail the proxy statement to its
stockholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND
ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY
WILL
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CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free copies of the
proxy statement and other documents (when available) that the Company files with
the SEC through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free of charge on
the Company's website at investors.anixter.com/financials/sec-filings or by
contacting the Company's Investor Relations Department at
kevin.burns@anixter.com.
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
the Company in connection with the transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, is
included in the preliminary proxy statement filed with the SEC and will be
included in the definitive proxy statement described above when it is filed with
the SEC. Additional information regarding the Company's directors and executive
officers is also included in the Company's proxy statement for its 2019 Annual
Meeting of Stockholders, which was filed with the SEC on April 18, 2019. These
documents are available free of charge as described above. If the holdings of
the Company's securities change from the amounts provided in the proxy statement
for its 2019 Annual Meeting of Stockholders, or from the amounts provided in the
proxy statement, such changes will be set forth in the SEC filings on Forms 3, 4
and 5.
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