Filed by: WESCO International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: WESCO International, Inc.
Commission File No.: 1-14989
The following is the text of the website that is being maintained at www.gbsc-usa.com/Wesco in
connection with WESCO International Inc.s offer to exchange up
to $345,000,000 aggregate
principal amount of its newly issued 6.0% Convertible Senior Debentures due 2029 for its
outstanding 1.75% Convertible Senior Debentures due 2026 and its outstanding 2.625% Convertible
Senior Debentures due 2025.
Last Updated: xx:xx a.m./p.m., New York City time, on xxxxxxxxxxxx, 2009
Indicative Average VWAP and Initial Conversion Terms for WESCO International, Inc. Exchange Offer
On July 27, 2009, WESCO International, Inc. (the Company) commenced an offer to exchange up to
$345,000,000 aggregate principal amount of its new
6.0% Convertible Senior Debentures due 2029
for its outstanding 1.75% Convertible Senior Debentures due 2026 and its outstanding 2.625%
Convertible Senior Debentures due 2025. On this page, the Company will periodically provide an
indicative Average VWAP (as defined in the prospectus relating to the exchange offer (the
Prospectus)), a resulting indicative initial conversion price and a resulting indicative initial
conversion rate per $1,000 principal amount of the 6.0% Convertible Senior Debentures due 2029
issuable in the exchange offer, calculated as described in the Prospectus.
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|
|
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Indicative Average VWAP: |
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$ |
xx.xxxx |
Minimum Conversion Price: |
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$ |
26.2500 |
Resulting Indicative Initial Conversion Price: |
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$ |
xx.xxxx |
Resulting Indicative Initial Conversion Rate: |
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xx.xxxx |
The definitive Average VWAP, initial conversion price and initial conversion rate will be
calculated as described in the Prospectus and may be substantially different from the comparable
indicative information displayed above. The final Average VWAP, initial conversion price and
initial conversion rate will be announced by 4:30 pm, New York City time, on August 21, 2009. The
exchange offer will expire at midnight, New York City time, on August 21, 2009, unless extended.
Further information regarding the exchange offer can be found using the links below.
[Link to Prospectus]
[Link to Letter of Transmittal]
[Link to Notice of Guaranteed Delivery]
[Link to Notice of Withdrawal]
Rule 425 Legend
Non-Solicitation
This
disclosure shall not constitute an offer to sell, buy or
exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there
be any sale, purchase or exchange of securities in any jurisdiction in which such offer,
solicitation, sale, purchase or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information
In
connection with the exchange offer, WESCO International, Inc. has filed a registration statement
(including a prospectus) on Form S-4 and a tender offer statement on
Schedule TO with the SEC. Holders of its 1.75% Convertible
Senior Debentures due 2026 and its 2.625% Convertible Senior Debentures due 2025 are urged to read the
Prospectus, the Schedule TO and any other relevant documents, because
they contain important information about WESCO International, Inc. and the
exchange offer. The Prospectus is being sent to holders of the 1.75% Convertible Senior Debentures due
2026 and 2.625% Convertible Senior Debentures due 2025. The
Prospectus and the other documents relating to the proposed
transaction can be obtained free of charge from the SECs website at
www.sec.gov. These documents can also be obtained free of charge from
WESCO International, Inc. upon written
request to WESCO International, Inc., Corporate Secretary, 225 West Station Square Drive, Suite 700,
Pittsburgh, Pennsylvania 15219, or by calling (412) 454-2200.