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.