Axaim - Mega acquired by AXA Private Equity through a Leveraged Buy-out Paris, January 10, 2006.

AXA Private Equity, with the management team led by Philippe Colançon, have signed a Sale and Purchase Agreement with Finaixam, owned by Financière Dentressangle and Péchel Industries, for the acquisition of Aixam-Mega, N°1 manufacturer of quadricycles in Europe.

AXA Private Equity fund will hold the majority of the acquisition holding company. The remaining of the capital will be split among Financière Norbert Dentressangle, the Euromezzanine 5 fund and the Aixam-Mega management team.  Financière Norbert Dentressangle will remain an important shareholder with more than 20% of the capital. IXIS Corporate & Investment Bank and Euromezzanine will arrange the financing for the operation.

Bruno Ladrière and Mathieu Antonini, at AXA Private Equity, declare “we are delighted to complete this acquisition, as Aixam-Mega is recognised as the best in its market, in particular thanks to the experience and know-how of its people, the high quality of its products and manufacturing process and the excellent relations it has developed with its suppliers and with its distribution network. We fully agree on the development plan of Aixam-Mega, which will be in continuity with the strategy implemented in the past by the management team with the support of Financière Norbert Dentressangle, who will remain an important shareholder alongside us.”

The closing of this transaction remains subject to approval by the anti-trust authorities in Germany, Italy, Portugal and Spain.

About Financière Norbert Dentressangle:

Financière Norbert Dentressangle, the family holding company of the Norbert Dentressangle group active in the transportation and logistics sectors, has been implementing an asset diversification strategy for several years through a selective equity investment policy.

Strongly infuenced by the entrepreneurial spirit of its founder, Financière Norbert Dentressangle invests in companies with strong development potential with the intention of supporting those companies and their management teams over the long term. Financière Norbert Dentressangle invests primarily in transactions involving the acquisition of majority stakes of privately-owned companies but can also acquire minority positions in listed companies through dedicated funds.

Contacts Press:

AXA Private Equity:
+33 (0)144 45 92 20

AIxam-Mega:
Philippe Colançon: +33 (0)4 79 61 42 45

Financière Norbert Dentressangle:
Vincent Menez: +33 (0)4 75 23 58 59

List of Participants and Advisors on the Aixam-Mega Transaction:

Buyer:

AXA Private Equity: Bruno Ladrière, Mathieu Antonini

AXA Private Equity Advisors:

M&A Advisor: BNP Paribas (Agnès Cambuzat, Laurent de Bernardy)

Legal Advisor: SJ Berwin

1. Legal: Maxence Bloch, William Robert
2. Tax: Jean Goncalves
3. Anti-trust: Marc Lévy, Natasha G. Assadi

Due-diligence:

1. Commercial: LEK Consulting (Rémy Ossmann, Mathieu Colson)
2. Financial: PricewaterhouseCoopers (Hervé Mader, Sandrine Nourry)
3. Environment: URS (Bertrand Latrobe, Julie de Valence)
4. Insurance: Gras Savoye (Jean-Luc Delcros, Elisabeth Constantin)

Sellers:

Financière Norbert Dentressangle: Vincent Menez

Sellers’ Advisors:

• M&A Advisor: Rothschild & Cie (Marc-Olvier Laurent, Cyril de Mont-Marin, Armand Suchet d’Albufera)
• Legal Advisor: Linklaters (Michel Frieh, Stéphanie Bianco)
• Financial Vendor Due Diligence: KPMG (Axel Rebaudières, Vincent Delmas)

Financing:

• Senior Debt Financing: IXIS Corporate & Investment Bank (Thomas McGrath, Arnaud Groussard, Vincent Guinefolleau)
• Mezzanine Financing: Euromezzanine (Thierry Raiff, Bruno Froideval, Charles Mercier)
• Financing Legal Advisor: Sherman & Sterling (Martin Leboeuf)