Future management board of Hagemeyer
TWO MEMBERS TO JOIN THE FUTURE MANAGEMENT BOARD OF HAGEMEYER UPON SUCCESSFUL COMPLETION OF REXEL’S OFFER
Reference is made to the recommended public offer made by Kelium S.A.S. (the Offeror), an indirect subsidiary of Rexel S.A. (Rexel), for all the issued and outstanding ordinary shares in the share capital of Hagemeyer N.V. (Hagemeyer) and (ii) all issued and outstanding 3.50 percent subordinated convertible bonds due 2012 (the Offer).
In connection with the Offer, Kelium announces that Maarten Henderson and Henk Scheffers shall be nominated to be appointed by Hagemeyer’s general meeting of shareholders as Hold Separate Manager and Trustee, respectively, (the “B Directors”) of the management board of Hagemeyer, subject to the Offeror having declared its Offer unconditional (gestanddoening) (which is, amongst others, subject to the relevant antitrust clearances as set out in the offer memorandum, dated 21 December 2007). This general meeting of shareholders of Hagemeyer shall take place as soon as possible after settlement of the Offer on a date yet to be determined.
As disclosed in the offer memorandum, dated 21 December 2007 (the Offer Memorandum), Rexel and Sonepar agreed on a specific governance framework that will remain in place until completion of the transfer of the Sonepar Entities to Sonepar. This framework is designed to facilitate and ensure the implementation of the agreed sale of these assets to Sonepar as soon as practicable and ensure that, in the meantime, the Sonepar Entities will be managed separately from the Rexel Entities.
In particular, the Hold Separate Manager, Maarten Henderson, will be in charge of oversight and supervision of the management of the Sonepar Entities pending their transfer to Sonepar and will monitor the divestiture process of the Sonepar Entities.
The Trustee, Henk Scheffers, will be in charge of implementing and facilitating the sale of the Sonepar Entities to Sonepar and ensuring implementation and compliance with the corporate governance framework and other mechanisms agreed by Rexel and Sonepar in view of ensuring such sales.