4//SEC Filing
Eck Robert J. 4
Accession 0001209191-20-038512
CIK 0000052795other
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 5:00 PM ET
Size
9.9 KB
Accession
0001209191-20-038512
Insider Transaction Report
Form 4
Eck Robert J.
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2020-06-22−172,695→ 0 total - Disposition to Issuer
Options to Purchase Cmmon Stock
2020-06-22−139,342→ 0 total→ Common Stock (139,342 underlying)
Footnotes (5)
- [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 21,341 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.
- [F5]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding in-the-money stock option became fully vested 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 less the applicable per share exercise price of the stock option. Outstanding out-of-the-money stock options were cancelled at the Effective Time for no consideration.
Documents
Issuer
ANIXTER INTERNATIONAL INC
CIK 0000052795
Entity typeother
Related Parties
1- filerCIK 0001411924
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 5:00 PM ET
- Size
- 9.9 KB