Rexel in Negotiations to Acquire Hagemeyer for $4.5B

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November 12, 2007

Rexel in Negotiations to Acquire Hagemeyer for $4.5B

Hagemeyer and Rexel entered exclusive negotiations aimed at finalizing an agreement under which Rexel would make an all-cash offer of €4.85 per share, approximately 3.1 billion euro in total, or US$4.5 billion. Under the agreement, Hagemeyer’s Management and Supervisory Boards would recommend Hagemeyer accept this offer.

The offer is up from Rexel's original bid of €4.60, which had valued the company at US$4.3 billion.

Rexel's agreement with Sonepar will stand. As part of that agreement, Rexel will sell Sonepar the American, Asian-Pacific and select European activities of Hagemeyer.

For Rexel’s part, in the original proposal, it said it would acquire Hagemeyer’s Professional Products & Services (PPS) activities in the Baltic countries, Belgium, the Czech Republic, Finland, Germany, Ireland, the Netherlands, Norway, Poland, Russia, Slovakia, Spain, and the United Kingdom, as well as Hagemeyer’s ACE activities. After the transaction, Europe would represent more than 50% of Rexel’s global revenues. Currently, North America represents 50%.

Before this bid, Sonepar had estimated it would reach $3 billion in the U.S. in 2007. Sonepar says Hagemeyer’s assets would strengthen its North American operations overall from €2.6 billion (US$3.7 billion) to €4 billion (US$5.7 billion). Sonepar estimates the acquisition overall would add €2.7 billion (US$3.85 billion).

For Rexel’s part, it would acquire Hagemeyer’s Professional Products & Services (PPS) activities in the Baltic countries, Belgium, the Czech Republic, Finland, Germany, Ireland, the Netherlands, Norway, Poland, Russia, Slovakia, Spain, and the United Kingdom, as well as Hagemeyer’s ACE activities. After the transaction, Europe would represent more than 50 percent of Rexel’s global revenues. Currently, North America represents 50 percent.

The resulting increase to Rexel’s sales, on a 2006 pro forma basis, is estimated at €3.6 billion (US$5.14 billion).

The deal is contingent on merger approval and due diligence, which is expected to start Nov. 14, 2007.

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