TLD International Holding (1) closes the acquisition of a 85.45% interest in TLD Group and will file a Simplified Public Tender Offer at 26.80 euros per share. Paris, 3 July 2006.

AXA Private Equity acting on behalf of the investment funds it manages, has announced the completion, on 3 July 2006, of the acquisition from MAAF Assurances SA of its 85.45% interest, held both directly and indirectly, in TLD Group (listed in the C Compartment of Eurolist by Euronext Paris, FR0000034621 – TLD) at a price of €23.40. The acquisition agreement was signed on 24 May 2006 between AXA Private Equity, MAAF Assurances SA and members of the TLD Group’s management team. The acquisition has been completed following clearance from the Spanish and German competition authorities, received on 14 June and 28 June 2006 respectively.

In accordance with applicable laws, AXA Private Equity will file, via TLD International Holding(1), a special purpose vehicle set up for this transaction, a Simplified Public Tender Offer (the “Offer”) with the Autorité des Marchés Financiers (AMF – French Financial Markets Authority). Subject to clearance by the AMF, TLD Group minority will be offered to tender their shares to the Offer at a price of €26.80 per share.
A press release will be issued to confirm the filing of the Offer(2) with the AMF.

On 26 May 2006, AXA Private Equity announced that it had already received a number of undertakings to tender shares to the Offer(2), at the price of €26.80 that will be offered to all minority shareholders under the Offer(2). These undertakings represent a total of 9.58% of outstanding shares and voting rights of TLD Group. As a consequence, AXA Private Equity is guaranteed to control at least a 95.03% interest in TLD Group up on completion of the Offer(2).

In accordance with applicable laws, the Offer(2) will be followed by a Public Buyout Offer and a Squeeze-Out procedure.

About TLD Group:

TLD Group is a company listed on the Compartiment C of the Eurolist - Euronext Paris SA Stock market and specialized in the design, manufacturing and distribution of airport ground support equipment. TLD Group 2005 consolidated revenues amounted to 132,7 millions euros.

Press Contacts:

TLD:
Jean-Marie Fulconis
Tel.: +33 1 56 34 10 40

AXA Private Equity:
Tel.: +33 1 44 45 92 20

Gavin Anderson & Company:
Fabrice Baron
Tel.: +33 1 53 32 61 27
fbaron@gavinanderson.fr

(1) TLD International Holding capital and voting rights are 81.15% held by the funds AXA LBO Fund III A and AXA LBO Fund III B, both managed by Axa Investment Managers Private Equity Europe, and 18.85% held by the management of the company.
(2) The proposed Simplified Public Tender Offer and the related prospectus remain subject to clearance by the Autorité des Marchés Financiers.