Anixter International Inc. Financial Statement Analysis
ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except per share amounts)
Year ended December 28, 2018
Net sales
Cost of goods sold
Operating income
Income before income taxes
Net income
First
Quarter
(a)
Second
Quarter
(b)
Third
Quarter
Fourth
(c)
Quarter)
$
1,964.2 $
2,137.9 $
2,179.0 $
2,119.1
1,579.4
1,718.8
1,754.9
1,689.1
61.6
71.3
89.5
87.3
45.7
49.0
68.6
59.9
32.1
34.8
47.6 $
41.8
Income per share:
Basic
0.95 $
1.03 $
1.41 $
1.23
Diluted
$
0.94 $
1.02
$
1.40 $
1.22
(a)
In the first quarter of 2018, "Operating income" includes $9.3 million of intangible asset amortization, $0.3 million of acquisition and
integration costs and $0.2 million of U.K. facility relocation costs.
(b)
(c)
(d)
In the second quarter of 2018, "Operating income" includes $9.7 million of intangible asset amortization, a restructuring charge of
$9.2 million, $2.3 million of acquisition and integration costs, $2.6 million of CEO retirement agreement expense and $0.4 million of
U.K. facility relocation costs.
In the third quarter of 2018, "Operating income" includes $9.6 million of intangible asset amortization, a restructuring charge of $0.2
million, $0.3 million of acquisition and integration costs and $0.2 million of U.K. facility relocation costs.
In the fourth quarter of 2018, "Operating income" includes $8.7 million of intangible asset amortization and $0.2 million of U.K.
facility relocation costs. "Income before income taxes" includes a $4.6 million loss on extinguishment of debt.
NOTE 13. SUBSEQUENT EVENT
On January 13, 2020, Anixter and WESCO International, Inc. ("WESCO") announced that their boards of directors have
unanimously approved a definitive merger agreement under which WESCO will acquire Anixter in a transaction valued at
approximately $4.5 billion. Under the terms of the agreement, each share of Anixter common stock will be converted into the
right to receive $70.00 in cash (subject to increase), 0.2397 shares of WESCO common stock and preferred stock consideration
valued at $15.89, based on the value of its liquidation preference. Based on the closing price of WESCO's common stock on
January 10, 2020 and the liquidation preference of the WESCO preferred stock consideration, the total consideration represents
approximately $100 per Anixter share, giving effect to the downside protection. Based on the transaction structure and the
number of shares of WESCO and Anixter common stock currently outstanding, it is anticipated that WESCO stockholders will
own 84% and Anixter stockholders will own 16% of the combined company. The transaction is subject to Anixter stockholder
approval, receipt of regulatory approval in the United States, Canada and certain other foreign jurisdictions, as well as other
customary closing conditions.
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