PPE

$3 Billion Cash Offer Made for Hagemeyer N.V.

International distributor Hagemeyer N.V.'s stock surged to a 52-week high of 4.52 euros per share today when trading ended on the Amsterdam exchange after Sonepar, a privately owned Paris distributor of electrical supplies to industrial and home markets, offered $3.01 billion in cash (4.25 euros per share for the 513 million outstanding ordinary shares) to buy all of Hagemeyer. Sonepar is growing at 10 percent per year and expanding rapidly through acquisitions on several continents, including North America; it posted 2006 revenues of 9.45 billion euros ($13.3 billion in U.S. dollars).

Hagemeyer North America Inc. has its headquarters in Charleston, S.C., and posted $1.63 billion in 2006 revenues. Hagemeyer has turned its fortunes around this year, posting higher sales, profits, and cash flow during the first half of 2007. Hagemeyer posted a statement today on its Web site that acknowledged the all-cash offer and said Hagemeyer "will review further steps and will inform the market as soon as possible. Until yesterday evening there have been no contacts between Hagemeyer and Sonepar in respect of Sonepar's intended offer," the statement added.

Sonepar's statement said Sonepar has invited the Management Board and Supervisory Board of Hagemeyer to a meeting to discuss the offer and explore whether the boards will recommend approval. The statement said Sonepar prefers to have the offer supported and recommended by both boards.

Sonepar (www.sonepar.com, [email protected]) operated in 29 countries and employed 22,650 people as of the end of 2006. It first entered the U.S. market in 1998 and now has U.S. operations in Pennsylvania, Illinois, Virginia, Texas, New Jersey, Massachusetts, Mississippi, Florida, and Oregon. It also has an employee stock ownership plan, with 1,200 employees currently listed as shareholders, according to its excellent 2006 annual report (www.sonepar.com/files/Sonepar_2006_eng.pdf). The 2006 annual report says 42.7 percent of its revenues came from installation and industrial materials, 20.8 percent from cables, 15.7 percent from lighting products, 8 percent from HVAC, 4.1 percent from communication & security products, and 8.7 percent from other categories. "After a year of outstanding sales and profit figures in 2006, you may be wondering how things are looking in 2007. The answer is: Good. Perhaps even very good," Chairman/CEO Marie-Christine Coisne-Roquette wrote in a "Chairman's Word" message posted on the company's Web site.

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