Dean Steven M 4
4 · ANIXTER INTERNATIONAL INC · Filed Jun 23, 2020
Insider Transaction Report
Form 4
Dean Steven M
EVP - UPS
Transactions
- Disposition to Issuer
Common Stock
2020-06-22−6,699→ 0 total
Footnotes (4)
- [F1]On June 22, 2020, Anixter International, Inc. (the "Issuer") was acquired by WESCO International, Inc. ("WESCO") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2020, by and among the Issuer, WESCO and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO (the "Merger").
- [F2]Includes 4,830 restricted common stock units.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive (i) $72.82 in cash, without interest, as adjusted pursuant to the Merger Agreement (the "Cash Consideration"), (ii) 0.2397 shares of common stock of WESCO (the "Common Stock Consideration") and (iii) 0.6356 depositary shares (the "Preferred Stock Consideration"), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual WESCO preferred stock, Series A, $25,000 stated amount per whole preferred share (the "WESCO Series A Preferred Stock" and, collectively with the Cash Consideration and the Common Stock Consideration, the "Merger Consideration").
- [F4]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted common stock unit granted prior to January 10, 2020 became fully vested (in the case of any performance-based restricted stock units, with the level of achievement of performance-based vesting criteria measured in accordance with the terms of the applicable award agreement) and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Issuer common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration. Each outstanding restricted common stock unit granted on or after January 10, 2020 was converted into a cash-settled WESCO phantom stock unit.