CLOSING OF THE ACQUISITION OF LEGRAND BY
THE WENDEL CONSORTIUM
December 11, 2002 -- The Wendel
Consortium, consisting of Wendel Investissement
and Kohlberg Kravis Roberts & Co., (KKR)
purchased on Tuesday 10 December 2002 from Schneider
Electric 98% of the share capital of Legrand
for €3.63 billion, corresponding to a value
of €3.70 billion for 100% of the share
capital.
On 11 December 2002, the Wendel Consortium
filed with the French financial market authorities
documentation to launch a takeover offer (“Garantie
de cours”) for the remaining shares of
Legrand held by the public at the same price
paid to Schneider, €136.73 per ordinary
share and €114.13 per preferred share.
Such offer will be followed by a public buy-out
offer combined with a squeeze out procedure
(“OPRA”).
Financing of the Acquisition
The financing of the acquisition is structured
in the following manner:
The funds provided by the Wendel Consortium
amount to €1.76 billion:
- Wendel Investissement and KKR are each investing
€658.5 million.
- The various investors participating in the
Wendel Consortium are investing €444
million: West LB (€200 million), HSBC
Private Equity Ltd. (€115 million), Goldman
Sachs Capital Partners (€100 million)
and the Verspieren and Decoster families,
the founders of Legrand (€29 million).
A €150 million vendor loan has been provided
by Schneider Electric.
New external debt amounts to €2.432 billion
(of which €1.832 billion is in the form
of senior bank debt and €600 million is
in the form of mezzanine debt).
The debt financing put in place is without recourse
to the members of the Wendel Consortium.
Wendel Investissement and KKR, shareholders
of approximately 75% of the share capital of
the company that controls Legrand, each have
three seats on the controlling company’s
board of directors, chaired by Ernest-Antoine
Seillière, together with the managers
of Legrand (3 seats) and the minority shareholders
(2 seats).
* * *
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:
WENDEL Investissement :
Christine Dutreil
Tel : 01 42 85 63 24
E-mail : c.dutreil@wendel-investissement.com
KKR :
Seth Goldschlager
Tel : 01 44 43 72 42
mobile : 06 09 42 50 40
E-mail seth.goldschlager@consultants.publicis.fr
Antoine Bourdeix
Tel : 01 44 43 71 30
mobile : 06 15 37 05 11
E-mail antoine.bourdeix@consultants.publicis.fr
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