Rexel gets tenders for 97.13% of Hagemeyer 3.5% convertibles in change-of-control offer

By Jennifer Chiou

New York, March 7 - Rexel SA said that it obtained tenders from holders of 130,121, or 97.13%, of Hagemeyer NV's 3.5% subordinated convertible bonds due 2012 in connection with Rexel's acquisition of Hagemeyer.

The offer ended on March 4. Plans for the change-of-control tender offer were announced on Nov. 26.

The payout will be €2,020.83 for each €1,000 principal amount of bonds. The payout is based on the bonds' conversion ratio of 416.67 and Rexel's €4.85-per-share offer price for the company.

Rexel also received tenders for 95.71% of Hagemeyer's outstanding shares.

The settlement date is slated for March 14.

Following the offer, the conversion price will be boosted to €2.75 from €2.40 for conversions on or before March 30. Those who wish to convert their holdings at an adjusted conversion price of €2.40 should deliver their bonds on March 17 to the exchange agent, ABN Amro Bank NV.

Those who have not tendered their bonds may do so during the post-closing acceptance period, which runs from March 10 to March 25. Rexel plans to call the remaining bonds.

Because more than 95% of the bonds as well as the shares were tendered, the companies have requested delisting.

If the acquisition had closed after March 30, the payout would have been €1,947.79 per €1,000 principal amount, based on a revised implied conversion price of €2.49.

Hagemeyer is based in Naarden, the Netherlands, and supplies electrical materials, safety products and maintenance, repair and operations products.

Rexel is a Paris-based electrical equipment supplier.

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