Havell's to buy SLI Sylvania's lighting biz for $300mn

Amsterdam, Netherlands & Mumbai, India; March 13, 2007: In what will be the largest acquisition by an Indian electrical products company, Havell's Netherlands BV, a Netherlands incorporated subsidiary of Havell's, signed an agreement with SLI Holdings Inc., to acquire SLI Sylvania's lighting business at an aggregate purchase price of US$300mn. The acquisition is expected to be financed with non-recourse debt facilities of US$160mn and recourse facilities of US$105mn by way of loans/equity through Havell's subsidiaries ("Recourse Borrowers") guaranteed by Havell's India.

Deutsche Bank Group is the financial advisor to Havell's on the transaction. Barclays Capital is acting the lead arranger for the financing.

Key Highlights:

* US$300mn all-cash acquisition: Largest ever acquisition by an Indian Electrical company

* Sylvania is one of the Largest Lighting Companies globally

* The combined turnover of the two entities of nearly US$ 1 Billion

* Post acquisition nearly two-third of Havell's consolidated revenues to come from international markets

* SLI Sylvania's 10 manufacturing plants located across Europe, Latin America and Africa comes under Havell's ambit

* Havells gets access to a strong brand & distribution network with over 10,000 distributors/ dealers spread across the globe

* Some of the leading professional and consumer lighting brands like Sylvania, Concord:marlin, Lumiance, Marlin, Claude and Linolite-Sylvania comes under Havell's fold Speaking on the occasion, Mr. Qimat Rai Gupta- CMD, Havell's said "Sylvania's acquisition is a first step towards attaining leading position in the global lighting industry with a strong presence in the developed markets of Europe and high growth Latin American markets. This acquisition will provide us a platform with strong brands and established distribution channels on which Havell's can build on. Further, the management team responsible for SLI Sylvania's turnaround will continue to remain with the business and grow the combined organization"

Paul Griswold, CEO of SLI Sylvania added "The management team is extremely excited about the Transaction and believes that SLI Sylvania is well-poised to effectively exploit the opportunities ahead with significant synergies to be realized by the combined organization"

Sanjay Agarwal, Managing Director and Head, Global Corporate Finance, India for Deutsche Bank mentioned that "This transformational transaction leapfrogs Havell's into the global league with the sheer scale and breadth of Global footprint acquired and demonstrates the strong execution capabilities of the management team"

SLI Sylvania, which is headquartered in Frankfurt is a leading global designer and provider of the lighting systems for lamps and fixtures. Sylvania is one of the most globally recognized brand for over a century in the electrical industry. SLI Sylvania has 10 manufacturing plants located across Europe, Latin America and Africa with an employee strength of more than 4000. As per the annual accounts for the year ended Dec 31, 2006, SLI Sylvania generated revenues of US$594mn and a normalized EBIDTA of US$ 41.2mn.

This landmark acquisition provides Havells with the opportunity not only to expand its product portfolio in the European, Latin American and other developed markets of the west but also to launch Sylvania in India.

SLI Sylvania is the principal company behind many of the world's best known professional and consumer lighting brands - including Sylvania, Concord:marlin, Lumiance, Marlin, Claude and Linolite-Sylvania. It has been marketing fixtures, lamps and other lighting products to variety of customers including architects, designers, electrical distributors, select retailers, including OEM and other lighting manufacturers.

About Havell's India

Starting off as an electrical trading company in 1958, Havell's India Ltd. today is an emerging leader and an end-to-end solution provider in the Power Distribution Equipment industry. The company catering to the needs of domestic and industrial market has seven manufacturing units in India.

Havell's reach stretches across 43 branch offices, over 2000 authorized dealers and thousands of approved retail outlets. The company has an enviable clientele, not only in the domestic market, but also in international markets like UK, Malaysia, Singapore, Bangladesh, Sri Lanka, Dubai, Africa, Iran and Iraq. The company is currently exporting to over 50 countries globally.

Havell's is acknowledged as a manufacturer & supplier of the widest range of quality low voltage electrical equipment. With a number of strategic alliances in place, Havell's is the only company that has shown phenomenal growth rate with the help of various joint ventures, acquisitions, mergers and takeovers.

Company's income for the the nine months period ended December 2006 was at Rs. 1109.77 Cr. With a Profit After Tax of Rs.72.70 Crores.