WESCO International, Inc. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 2008
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
     
Delaware   25-1723345
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer Identification No.)
     
225 West Station Square Drive    
Suite 700    
Pittsburgh, Pennsylvania 15219   (412) 454-2200
(Address of principal executive offices)   (Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01. Other Events.
     On April 16, 2008, WESCO International, Inc. announced that it intends to enter into a definitive purchase agreement to acquire Industrial Distribution Group, Inc. (“IDG”) at a price of $11.75 per share. IGD has an estimated total enterprise value of approximately $130 million. The transaction requires IDG to terminate its purchase agreement with an affiliate of Platinum Equity and is subject to regulatory approvals required under the Hart-Scott-Rodino Act and approval by the shareholders of IDG. A copy of the press release issued by the Company on April 16, 2008 is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
  (d)   Exhibits
  Exhibit 99.1   Press Release dated April 16, 2008 (filed herewith).

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WESCO INTERNATIONAL, INC.
 
 
  By:   /s/ Stephen A. Van Oss    
    Stephen A. Van Oss   
    Senior Vice President and Chief Financial and Administrative Officer   
 
Dated: April 17, 2008

 

Exhibit 99.1
 

Exhibit 99.1
     
(WESCO LOGO)
  News Release
   
  WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219
   
WESCO International, Inc. Announces Intention to Acquire
Industrial Distribution Group, Inc.
Contact: Stephen A. Van Oss, Senior Vice President and
Chief Financial and Administrative Officer
WESCO International, Inc. (412) 454-2271, Fax: (412) 454-2477
http://www.wesco.com
PITTSBURGH, PA, April 16, 2008 — WESCO International, Inc. (NYSE: WCC), a leading provider of electrical MRO products, construction materials, and advanced integrated supply procurement outsourcing services, announced today that it intends to enter into a definitive purchase agreement to acquire Industrial Distribution Group, Inc. (IDG) at a price per share of $11.75 for an estimated total enterprise value of approximately $130 million. The transaction requires IDG to terminate its purchase agreement with an affiliate of Platinum Equity and is subject to regulatory approvals required under the Hart-Scott-Rodino Act and approval by the stockholders of IDG.
Stephen A. Van Oss, WESCO’s Senior Vice President and Chief Financial and Administrative Officer stated, “Today, WESCO is the leading provider of large scale integrated supply services to Fortune 100 companies. IDG’s small site integrated supply services is a great strategic fit for WESCO and extends our capabilities to a broader array of customers seeking comprehensive and cost effective solutions to their procurement and management of maintenance and indirect items. Additionally, the acquisition of IDG and their management team augments our existing industrial MRO capabilities, adding a broader base of products and services that can be offered to our large base of National Account customers. The past financial performance of IDG has been stable, and we believe significant improvement in performance can be achieved. We intend to incorporate IDG into WESCO’s infrastructure and utilize our LEAN processes to achieve significant improvement in financial results and in value for their customers.”
Mr. Van Oss added, “Over the 12 to 24 months following the completion of the acquisition, we would expect to achieve significant identified synergies. The acquisition should be immediately accretive and we anticipate achieving EPS accretion of $0.10 to $0.12 in the first twelve months. The acquisition will be fully financed from our existing financing facilities, and our liquidity and financial flexibility will remain strong.”
Industrial Distribution Group, Inc., is an Atlanta, Georgia based nationwide specialty distributor

 


 

of maintenance, repair, operating, and production products and services to manufacturers and industrial users, and through their Flexible Procurement Solutions programs, they provide an array of value-added business process outsourcing services and other arrangements.
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WESCO International, Inc. (NYSE: WCC) is a publicly traded Fortune 500 holding company, headquartered in Pittsburgh, Pennsylvania, whose primary operating entity is WESCO Distribution, Inc. WESCO Distribution is a leading distributor of electrical construction products and electrical and industrial maintenance, repair and operating (MRO) supplies, and is the nation’s largest provider of integrated supply services. 2007 annual sales were approximately $6.0 billion. The Company employs approximately 7,300 people, maintains relationships with over 24,000 suppliers, and serves more than 110,000 customers worldwide. Major markets include commercial and industrial firms, contractors, government agencies, educational institutions, telecommunications businesses and utilities. WESCO operates seven fully automated distribution centers and more than 400 full-service branches in North America and select international markets, providing a local presence for area customers and a global network to serve multi-location businesses and multi-national corporations.
# # #
The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as well as the Company’s other reports filed with the Securities and Exchange Commission.