Approval of the Acquisition of Westburne by Rexel S.A.

Business Editors   MONTREAL--(BUSINESS WIRE)--Sept. 22, 2000--Westburne  Inc.(TSE:WBI.) announces that the shareholders of Westburne have  approved today at a special meeting the Agreement for the acquisition  by Rexel S.A. of all the outstanding shares of Westburne for a price  of $22.75 (Canadian) per share for a total cash consideration of $987  million dollars.   This acquisition, effected through a Plan of Arrangement has been  sanctioned by the Superior Court of the Province of Quebec, and has  received all necessary regulatory approvals. The closing of the  Transaction which shall occur following the completion of the  reorganization of Westburne's corporate structure, is expected to take  place on Monday September 25, 2000.   Listed on the Toronto Stock Exchange, Westburne with sales of  $2.47 billion (Canadian) in 1999, is the leader for the distribution  of electrical supplies in Canada and holds a major position in the  United States. Westburne is also an important distributor of products  in the following sectors: Plumbing and Waterworks, Refrigeration and  HVAC and Industrial products.   Westburne has approximately 6,000 employees and a network of 546  branches including 143 branches in the United States. As part of the  Rexel Group, Westburne will benefit from additional means to continue  its growth strategy in North America.   Rexel S.A., a world leader in the distribution of electrical  supplies, generates revenues of $8,5 billion (Canadian), 70% of which  is from outside France. With a presence on four continents and 30  countries, Rexel has 20,000 employees and a network of more than 1,600  branches. A subsidiary of the Pinault-Printemps-Redoute group, one of  the world leaders in the specialized distribution industry, Rexel is  listed on the Paris Bourse.   This transaction will enable Rexel, which generated $2 billion  U.S. in sales in the United States in 1999, to reinforce significantly  its position in North America, the world's leading market for the  distribution of electrical supplies. Rexel now moves from the fifth to  the third ranking in the North American market while entering the  Canadian market in a leadership position.   The Head Office of Rexel Canada Inc, the entity in Montreal and  its shares are traded on The Toronto Stock Exchange (WBI).     
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