CDW Corp Buyout

CDW Corp (CDWC)
Madison Dearborn Partners
$7.3B Buyout

Summary

Nation's largest wireless network to be acquired

$87.75 per CDW share; $7.35B total
CDW news - stock chart

Announced 5.29.07

Closed 8.09.07

Shareholders approve merger 8.09.07

Advisors

Financial

CDW: Morgan Stanley / William Blair
MDP: JP Morgan / Lehman Brothers

Legal

CDW: Sidley Austin
MDP: Kirkland & Ellis

Merger Agreement

General

EDGAR filing

Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions; Interpretation

1.1 Definitions
1.2 Interpretation

Article II The Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Effects of the Merger
2.5 Articles of Incorporation and By-laws; Officers and
Directors

Article III Effect of the Merger on the Stock of the
Constituent Corporations; Surrender of
Certificates

3.1 Effect on Stock
3.2 Surrender of Certificates

Article IV Company Reps

4.1 Organization
4.2 Subsidiaries
4.3 Capital Structure
4.4 Authority
4.5 Consents and Approvals; No Violations
4.6 SEC Documents and Other Reports
4.7 Absence of Material Adverse Change
4.8 Information Supplied
4.9 Compliance with Laws
4.10 Tax Matters
4.11 Liabilities
4.12 Litigation
4.13 Benefit Plans
4.14 State Takeover Statutes
4.15 Intellectual Property
4.16 Material Contracts
4.17 Labor and Employment
4.18 Real Estate
4.19 Environmental Matters
4.20 Affiliate Transactions
4.21 Opinions of Financial Advisors
4.22 Brokers

Article V Parent and Sub Reps

5.1 Organization
5.2 Authority
5.3 Consents and Approvals; No Violations
5.4 Information Supplied
5.5 Litigation
5.6 Capitalization and Interim Operations of Sub
5.7 Financing Commitments
5.8 Brokers
5.9 Lack of Ownership of Company Common Stock
5.10 Guaranties
5.11 Absence of Arrangements with Management

Article VI Covenants Relating to Conduct of Business

6.1 By the Company Pending the Merger
6.2 No Solicitation
6.3 Conduct of Parent and Sub Pending the Merger
6.4 Control of the Companys Operations

Article VII Additional Agreements

7.1 Coworker Benefits
7.2 Treatment of Stock-based Awards
7.3 Shareholder Approval; Preparation of Proxy Statement
7.4 Access to Information
7.5 Fees and Expenses
7.6 Public Announcements
7.7 Transfer Taxes
7.8 State Takeover Laws
7.9 Indemnification; Directors and Officers Insurance
7.10 Reasonable Best Efforts
7.11 Notification of Certain Matters
7.12 Financing
7.13 Solvency Letter

Article VIII Conditions Precedent

8.1 Each Party
8.2 Company
8.3 Parent and Sub

Article IX Termination And Amendment

9.1 Termination
9.2 Effect of Termination
9.3 Amendment
9.4 Extension; Waiver

Article X General Provisions

10.1 Non-survival of Representations and Warranties and
Agreements
10.2 Notices
10.3 Counterparts
10.4 Entire Agreement; No Third-party Beneficiaries
10.5 Governing Law; Venue; Waiver of Jury Trial
10.6 Assignment
10.7 Severability
10.8 Enforcement of This Agreement
10.9 Obligations of Subsidiaries
10.10 Construction

SEC Filings

Schedule 13D

Filing 6.08.07

Exhibits

Proxy Solicitation

Special meeting to be held 8.09.07

Definitive proxy statement 7.13.07

Table of contents

Preliminary proxy statement 7.02.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 6.2

Proxy statement disclosure

Break-up fee

$146mm, plus out-of-pocket expenses
Agreement 9.1

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 7.10
Proxy statement disclosure

Fairness Opinion

Morgan Stanley fairness opinion

Proxy statement disclosure

William Blair fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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