As previously announced, on October 30, 2019, Anixter International Inc. (NYSE: AXE), a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to be acquired by a fund sponsored by Clayton, Dubilier & Rice, LLC (“CD&R”) in an all cash transaction valued at approximately $3.8 billion.

Anixter today announced that Anixter and CD&R agreed to an amendment to the Merger Agreement to increase the per-share consideration payable to Anixter’s shareholders to $82.50 per share in cash from $81.00 per share in cash.

The revised per-share consideration represents a premium of approximately 15.5% over Anixter’s closing price on October 29, 2019, and a premium of approximately 30% over the 90-day volume-weighted average price of Anixter’s common stock for the period ended October 29, 2019. The transaction is now valued at approximately $3.9 billion.

Under the terms of the amended merger agreement, Anixter may solicit superior proposals from third parties through 9 a.m. New York City time on November 24, 2019. Anixter advises that there can be no assurance that the solicitation process will result in an alternative transaction. To the extent that the merger agreement is terminated for a superior proposal prior to November 24, 2019 or, in certain circumstances, five days thereafter, Anixter would be obligated to pay a $60 million break-up fee to CD&R. If the merger agreement is terminated for a superior proposal after the aforementioned period, Anixter would be obligated to pay a $100 million break-up fee to CD&R.

Anixter does not intend to disclose developments with respect to this solicitation process unless and until it determines it is appropriate to do so.

The transaction is subject to the approval of Anixter’s stockholders, regulatory approvals and other customary closing conditions.

Centerview Partners LLC is serving as lead financial advisor, Wells Fargo Securities, LLC is also serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Anixter in connection with the transaction. BofA Securities, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse are serving as financial advisors to CD&R, and Debevoise & Plimpton LLP is serving as legal advisor to CD&R.

About Anixter

Anixter International is a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions. We help build, connect, protect, and power valuable assets and critical infrastructures. From enterprise networks to industrial MRO supply to video surveillance applications to electric power distribution, we offer full-line solutions, and intelligence, that create reliable, resilient systems that sustain businesses and communities. Through our unmatched global distribution network along with our supply chain and technical expertise, we help lower the cost, risk and complexity of our customers’ supply chains.

Anixter adds value to the distribution process by providing approximately 130,000 customers access to 1) innovative supply chain solutions, 2) nearly 600,000 products and over $1.0 billion in inventory, 3) 316 warehouses/branch locations with over 9.0 million square feet of space and 4) locations in over 300 cities in approximately 50 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on the New York Stock Exchange under the symbol AXE.

Additional information about Anixter is available at www.anixter.com.

About Clayton, Dubilier & Rice, LLC

Founded in 1978, Clayton, Dubilier & Rice is a private investment firm. Since inception, CD&R has managed the investment of $28 billion in 86 companies, including numerous electrical and industrial distributors. The firm has offices in New York and London.

For more information, visit www.cdr-inc.com.