Berkshire Hathaway Buying Out Wesco Financial

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Feb 08, 2011
Berkshire Hathaway (BRK.B, Financial) is buying out the 19.9% of the shares it does not own on Wesco Financial Corporation (WSC, Financial). Here is the press release excerpt:
Omaha, NE/Pasadena, CA--- Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) and Wesco Financial Corporation (NYSE Amex: WSC) announced today that they entered into a definitive merger agreement, whereby Berkshire Hathaway will acquire the remaining 19.9% of the shares of Wesco’s common stock that it does not presently own in exchange for cash or shares of Berkshire Hathaway Class B common stock, at the election of each shareholder. Based on the estimated shareholders’ equity of Wesco as of January 31, 2011, the transaction values the 19.9% of Wesco not owned by Berkshire Hathaway at approximately $547.6 million.

Following the receipt on September 1, 2010 of a proposal from Berkshire Hathaway to acquire the remaining 19.9% of the shares, the Board of Directors of Wesco formed a special committee of independent directors (the “Special Committee”) to evaluate the proposal. It determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of Wesco and its shareholders other than Berkshire Hathaway and its affiliates.

Terms of the Transaction

The merger agreement provides that each share of Wesco common stock not owned by Berkshire Hathaway will be converted into the right to receive an amount, either in cash or Berkshire Class B Common Stock, at the election of the shareholder, equal to: (i) $386.55 (which represents Wesco’s per share shareholder’s equity as of January 31, 2011, estimated for purposes of the Merger Agreement), plus (ii) an earnings factor of $.98691 per share per month from and after February 1, 2011 through and including the anticipated effective time of the merger (pro rated on a daily basis for any partial month), plus or minus (iii) the change in net unrealized appreciation of Wesco’s investment securities and the amount of net realized investment gains or losses with respect to Wesco’s investment securities (expressed on a per share basis, net of taxes) from February 1, 2011 to the close of business on the second full trading day prior to the date of the special meeting of the shareholders of Wesco to vote on the transaction (the “Determination Date”), minus (iv) the per share amount of cash dividends declared with respect to Wesco’s common stock having a record date from and after February 4, 2011 through and including the anticipated effective time of the merger, and minus (v) certain fees and expenses incurred by Wesco in connection with the transaction (expressed on a per share basis). From time to time, Wesco will update and make publicly available on its website (www.wescofinancial.com) its estimate of the merger consideration per shareof Wesco common stock.

Read the full press release at Berkshire Hathaway website here.