2008 Registration Document - Rexel

2.4 RECENT ACQUISITIONS AND DIVESTITURESThe acquisitions and divestitures carried out by the RexelGroup during the financial year ended December 31, 2006,are described in the prospectus having received visanumber 07-093 dated March 20, 2007 from the Autoritédes marchés financiers. The acquisitions and divestiturescarried out by the Rexel Group during the financial yearended December 31, 2007, are described in the Documentde Référence filed with the Autorité des marchés financierson April 30, 2008 under number R.08-046.In addition to the acquisition of Hagemeyer, the divesturesand acquisitions carried out during the financial year endedDecember 31, 2008 are described below.2.4.1 EuropeB.V. Electrotechnische Groothandel J.K.Busbroek (The Netherlands)On July 18, 2008, Rexel Nederland B.V. acquired theactivities of B.V. Electrotechnische Groothandel J.K.Busbroek, which specializes in the distribution of electricalequipment. The acquisition price, prior to adjustment, isestimated to €4.2 million. A price adjustment of a maximumamount of €2 million may be paid during the second half of2009 subject to the achievement of performance targets.Espace Elec (France)On July 9, 2008, Rexel France acquired Espace Elec, whichspecializes in the distribution of electrical equipment, andoperates seven branches in Corsica.The acquisition price amounts to €7.1 million (includingacquisition costs). There is no price adjustment clause.NFM Group (France)On July 30, 2008, Rexel Distribution acquired NFM. NFMholds 100% of the share capital of Francofa, Francofa Sud-Est, Francofa Nord, Francofa Atlantique and DL Systèmes,which specialize in the distribution of security equipments.The NFM Group operates six branches in France.The acquisition price amounts, after adjustment, to €4.6million (including acquisition costs). A price adjustment ofa maximum amount of €0.7 million may be paid in 2009subject to the achievement of performance targets.Eastern Electrical (Ireland)On July 31, 2008, the Rexel Group sold Eastern ElectricalLimited which operated the Hagemeyer electrical equipmentdistribution businesses in Ireland to EWL Electric Limitedfor an amount (including selling costs) of €3.1 million beforeprice adjustment.2.4.2 North AmericaBeacon Electric Supply, Inc. (United States)On January 31, 2008, General Supply & Services, Inc.acquired Beacon Electrical Supply, Inc., a distributor ofelectrical equipment located in San Diego. The acquisitionprice, after adjustment, amounts to US $21.2 million includingthe acquisition costs (i.e., approximately €14.4 million) anda price adjustment of a maximum amount of US $1.1 million(i.e., approximately €0.7 million) to be paid during thefirst half of 2009 subject to the achievement of certainperformance conditions.2.4.3 Asia-PacificABK Electrical Wholesale Pty. Ltd. (Australia)On January 31, 2008, Rexel Group Australia Pty. Ltd.acquired the business of ABK Electrical Wholesale Pty.Ltd., a distributor of electrical equipment. The acquisitionprice, after adjustment, amounts to AUD 1.9 million,including acquisition costs (i.e., approximately €1.1 million).In addition, the agreement provides that a price adjustmentin a maximum amount of AUD 2.8 million (i.e., €1.7 million)may be payable in 2008 and 2009. The first price adjustmentin an amount of AUD 1.4 million (i.e., €0.8 million) has beenpaid in August 2008.Suzhou Xidian Co. Ltd. (China)Rexel Distribution entered into an agreement in January2008, amended in October 2008, in relation to theacquisition of 63.5% of the share capital of Suzhou XidianCo. Ltd, a corporation established in Suzhou and carryingout a business of distribution of Siemens automated devicesand low voltage products, essentially in the Suzhou area.The acquisition price, before adjustment, is estimated toRMB 42.3 million (i.e., €4.4 million). The completion of thisacquisition took place on February 5, 2009.Rexel Distribution may increase its shareholding to 100%in 2012.Egley Electrical Co. Ltd. et Egley ElectricalPetone Ltd. (New Zealand)On July 31, 2008, Redeal Limited acquired the business ofEgley Electrical Co. Ltd. and Egley Electrical Petone Ltd.which specialize in the distribution of electrical equipment.The acquisition price, after adjustment, amounts toNZD 11.5 million (i.e., approximately €6.3 million) includingacquisition costs. A price adjustment of a maximum amountof NZD 5 million (i.e., approximately €2.6 million) may bepaid in 2009, 2010, and 2011, subject to the achievement ofperformance targets for the acquired business.REXEL 2008 | PAGE 17