BANK FINANCING OF THE ACQUISITION OF LEGRAND
SUCCESSEFULL SYNDICATION OF THE SENIOR BANK
DEBT
September 16, 2002 -- Lumina
Parent, a company jointly formed by WENDEL Investissement
and Kohlberg Kravis Roberts & Co. L.P. (the
WENDEL Consortium), signed, at the end of July,
an agreement to purchase the 98.1% of the share
capital of Legrand SA held by Schneider Electric,
for €3.63 billion, representing a value
of €3.7 billion for 100% of the share capital.
WENDEL Investissement and KKR’s investments
in Lumina Parent shall be equal, with WENDEL
Investissement’s contribution financed
from its existing cash and cash equivalents.
Syndication of the senior bank debt is proceeding
very favorably. The WENDEL Consortium announced
today that ten banks joined the arrangers, Credit
Suisse First Boston, Lehman Brothers and The
Royal Bank of Scotland, and have undertaken
to sub-underwrite the €2.22 billion senior
credit facilities.
If the acquisition and the related transactions
had taken place on June 30, 2002, and based
on the financial statements of Legrand dated
as of the same date, the financing of the acquisition
and the related transactions (including the
repayment of a portion of the existing indebtedness
of Legrand) would have been comprised of: a
€1.91 billion investment by the WENDEL
Consortium, a €150 million vendor loan
granted by Schneider Electric, €530 million
of existing indebtedness of Legrand (consisting
of the Yankee Bonds and the subordinated securities
-TSDIs), that will remain outstanding after
the acquisition and the related transactions,
€2.47 billion of new external debt (of
which €1.87billion shall be in the form
of senior bank debt and €600 million in
the form of subordinated debt) and cash and
cash equivalents equal to €300 million
(including €150 million of restricted cash).
The debt financing put in place is non-recourse
on the members of the WENDEL Consortium.
Following the acquisition of the share capital
of Legrand SA held by Schneider Electric, the
WENDEL Consortium intends to launch a takeover
offer, pursuant to the takeover procedures under
French law (garantie de cours), to acquire the
shares of the minority shareholders of Legrand,
followed by a public buy-out offer and a squeeze-out
procedure (retrait et retrait obligatoire).
Reminder: The sale by Schneider
Electric of its shares of Legrand to the WENDEL
Consortium should occur at the latest mid-December
2002 and is conditional upon receipt of the
necessary authorizations of relevant local competition
authorities and the decision of the Court of
First Instance of the European Communities.
Any securities offered will not be and have
not been registered under the U.S. Securities
Act of 1933, as amended and may not be offered
or sold in the United States absent registration
or an applicable exemption from registration
requirements.
Contacts:
Christine DUTREIL
tel : 01 42 85 63 24
E-mail : c.dutreil@wendel-investissement.com
Seth Goldschlager
Tel : 01 44 43 72 42 /
E-mail: seth.goldschlager@consultants.publicis.fr
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