Sale of SPIE

By Spie, PRNE
Monday, May 30, 2011

PARIS, May 31, 2011 -

An exclusivity agreement for the contemplated sale of SPIE has been
granted by PAI partners to a consortium led by Clayton, Dubilier & Rice
together with AXA Private Equity and Caisse de dépôt et placement du Québec,
for a total consideration of EUR 2.1 billion

On March 24, 2011, PAI partners and SPIE management jointly announced
their intention to prepare the next phase of the development of the company
and the evolution of its ownership.

Amongst the indications of interest received by PAI partners, the project
that Clayton, Dubilier & Rice and AXA Private Equity have developed with the
management team, has emerged as the most attractive option. It ensures the
development of the company, widely associating its employees to its success
through an employee share ownership scheme.

In compliance with French law, SPIE management will now begin a
consultation process with its works councils.

Gauthier Louette, SPIE's Chairman and Chief Executive Officer,
stated: "SPIE's management fully supports this project as it strengthens our
position as a leading independent multi-technical services company, supports
SPIE's future growth and allows for a broad employee share ownership

Olivier de Vregille, a PAI partner, commented: "Five years after PAI
partners acquired SPIE, the company has grown dramatically - it has acquired
more than 50 companies across Europe and its workforce has increased from
23,000 to almost 29,000 -; its operational profit has doubled. PAI partners
selected the best acquisition proposal thereby ensuring that the interests
and values of the company and its employees were at the heart of its new

Roberto Quarta, a Clayton, Dubilier & Rice partner commented: "SPIE
enjoys strong market positions and has an attractive risk profile. As an
investor in Rexel, the global leader in electrical products distribution, we
have a deep knowledge of SPIE's markets. We are highly confident in the
resilience of SPIE's business model and its outstanding growth prospects. We
are delighted to support the group's development in France and Europe."

Dominique Gaillard, managing director of AXA Private Equity,
stated: "We have been very impressed by SPIE management's track-record. We
have known them for several years - we have witnessed the company's growth
and innovation path as well as its high reactivity especially during the
recent downturn. We are excited to be in a position to contribute to this new
phase of SPIE's development, with our partners from Clayton Dubillier & Rice
together with Caisse de dépôt et placement du Québec, the historical partner
of AXA private Equity."

About SPIE

As the European leader in electrical and mechanical engineering and HVAC
services, energy and communication systems, SPIE enhances the world around us
and contributes to its development by helping local and regional authorities
and companies design, build, operate and maintain greener, more
energy-efficient facilities.

With 28,600 employees working from nearly 400 locations in 31 countries,
in 2010 SPIE generated operating profit on ordinary activities of EUR192.3
on turnover of EUR3.75 billion.

About PAI partners

PAI Partners is a leading European private equity firm with offices in
Paris, Copenhagen, London, Luxembourg, Madrid, Milan and Munich. PAI manages
and advises dedicated buyout funds with an aggregate equity value of EUR 6
. Since 1998, PAI has completed 39 LBO transactions in 9 European
countries, representing over EUR 36 billion in transaction value. PAI is
characterised by its operational approach to ownership combined with
industrial and sector expertise. PAI provides portfolio companies with the
financial and strategic support required to pursue their development and
enhance strategic value creation.

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice, LLC is a private equity firm
with an investment strategy predicated on producing superior financial
returns through building stronger, more profitable businesses. The Firm's
professionals include a combination of skilled investment decision-makers and
seasoned corporate leaders from global businesses such as ABB, Allstate, BAE,
BBA, BTR, Disney, Dow, Eaton Vance, Emerson Electric, Gap, GE, IBM, Procter &
Gamble, Tesco, Unilever and Williams, among others. Since inception, CD&R has
managed the investment of approximately $16 billion in 49 U.S. and European
businesses with an aggregate transaction value of approximately $80 billion.

About Axa Private Equity

AXA Private Equity is a leading private equity firm with US$25 billion in
managed assets and a global reach extending across Europe, North America and
Asia. The firm offers investors the full spectrum of private equity services
for every market segment: direct funds, infrastructure financing, mid cap and
small cap buyouts, venture capital, co-investments, fund of funds as well as
mezzanine financing.

With offices in Paris, Frankfurt, London, New York, Singapore, Milan,
Zurich and Vienna, AXA Private Equity supports the development and long-term
growth of its portfolio companies with sustainable growth strategies and by
granting them access to the AXA international network. AXA Private Equity has
earned the trust of its investors by regularly supplying them with
transparent performance data on its funds and portfolio companies.

Press contacts: SPIE SA, Pascal Omnès, Communications Director, Tél. : +33(0)1-34-22-58-21, pascal.omnes at; AXA PRIVATE EQUITY, The HeadLand Consultancy, Ben Girdlestone / Imogen Harvey, +44(0)20-7367-5243 / +44(0)20-7367-5235, bgirdlestone at / iharvey at; SPIE : Agence Droit Devant, Philippe Hériard, Tél. : +33(0)1-39-53-53-33, heriard at; PAI partners : dgm conseil, Sylvain Fort, Tél. : +33(0)1-40-70-11-89, s.fort at

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