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
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Delaware
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25-1723345 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
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225 West Station Square Drive |
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Suite 700 |
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Pittsburgh, Pennsylvania 15219
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(412) 454-2200 |
(Address of principal executive offices)
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(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
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Exhibit 99.1 |
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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.
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WESCO INTERNATIONAL, INC.
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By: |
/s/ Stephen A. Van Oss
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Stephen A. Van Oss |
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Senior Vice President and Chief Financial
and Administrative Officer |
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Dated: April 17, 2008
Exhibit 99.1
Exhibit 99.1
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News Release
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WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219 |
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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, WESCOs 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. IDGs 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 WESCOs
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.
# # #
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 nations 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.
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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 Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, as well as the Companys other reports filed with the Securities and
Exchange Commission.