Benzinga | Jul 17, 2020 06:47AM EDT

WESCO Reports Shareholder Rights Plan

The Board of Directors of WESCO International, Inc. (NYSE:WCC) today adopted a stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of WESCO common stock.

The rights are intended to enable all WESCO stockholders to realize the long-term value of their investment in the Company. The rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Company's Board of Directors.

The rights plan provides that the rights will expire on July 16, 2021. The Board of Directors of the Company could determine to terminate the rights plan earlier if circumstances warrant.

The rights will be exercisable only if a person or group acquires 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of WESCO's common stock. Passive investors filing statements on Schedule 13G will not benefit from the higher threshold if they subsequently file a statement on Schedule 13D and, at such time or anytime thereafter, beneficially own 10% or more of WESCO's common stock, unless such investors reduce their ownership to below 10% within 10 days from such filing. If a person or group beneficially owns 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of WESCO's common stock at the time of the adoption of the rights plan, such person's or group's ownership will be "grandfathered" at the level of their ownership at the time of the adoption of the rights plan, but the rights would become exercisable if such person or group subsequently acquires any additional shares of WESCO's common stock.

If a person or group acquires 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of WESCO's outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase for $250, a number of WESCO's common shares having a market value of twice such price. In addition, at any time after a person or group acquires 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of WESCO's outstanding common stock (unless such person or group acquires 50% or more), WESCO's board of directors may exchange one share of the company's common stock for each outstanding right (other than rights owned by such person or group, which would have become void).

Prior to the acquisition by a person or group of beneficial ownership of 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of the Company's common stock, the rights are redeemable for $0.001 per right at the option of the Board of Directors.

Certain synthetic interests in securities created by derivative positions -- whether or not such interests are considered to constitute beneficial ownership of the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act -- are treated as beneficial ownership of the number of shares of the company's common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the company's stock are directly or indirectly held by counterparties to the derivatives contracts.

The dividend distribution will be made on July 27, 2020, payable to stockholders of record on that date, and is not taxable to stockholders.