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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