M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Wednesday, May 30, 2007

CDW Corp. to be Acquired by Madison Dearborn Partners

CDW Corporation, the technology products retailer, yesterday announced that it had agreed to be acquired by the private equity firm Madison Dearborn Partners, LLC in a transaction valued at approximately $7.3 billion.  MDW will pay $87.75 in cash per share.  CDW's founder Michael P. Krasny owns 22 percent of the company and has agreed to vote in favor of the transaction.

CDW has yet to file the merger agreement, but according to the press release:

Before approving the merger agreement, the [CDW] Board of Directors conducted an auction process in which a number of potential bidders participated. Under the agreement, CDW will, with the assistance of Morgan Stanley, actively solicit proposals from third parties during the next 30 days.

The go-shop is a bit short for these provisions which are typically more in the range of 40-60 days. 
Funny enough, CDW did not disclose the break fees for the transaction in the press release, nor did it give the terms of Krasny's agreement to vote for the transaction.  It will be interesting to see how tight Krasny's voting agreement is.   It looks like CDW is going to wait the two full business days to file the merger and voting agreement; I'll have more once it is filed. 


Going-Privates, Private Equity, Takeovers, Transaction Defenses | Permalink

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