The transaction enables cc-hubwoo to acquire the assets of Trade-Ranger Inc., including multi-year customer contracts with eight of its large customers (Shell, ConocoPhillips, Dow Chemical, ENI, Repsol YPF, Total, Solvay and Statoil), for a total amount over three years of approximately $38 million USD (average of $12.6 million a year).
Pursuant to the terms of the Memorandum of Understanding of Sept. 29, 2004, the total value of the transaction will range between $18 million and $20 million USD, the final value depending on the amount of working capital, including cash, as of Dec. 31, 2004. cc-hubwoo will acquire Trade-Ranger Inc.'s assets for cash consideration in the amount of $1.4 million USD with the balance to be paid in newly issued shares of cc-hubwoo, on the basis of a price per share set at the date of execution of the Memorandum of Understanding. Following the transaction, Trade-Ranger Inc. will hold, depending on the final amount of consideration, between 14 percent and 16 percent of cc-hubwoo's share capital.
The transaction is subject to approval by the Autorites des Marches Financiers and by the shareholder meetings of cc-hubwoo and Trade-Ranger Inc., as well as several conditions precedent to be satisfied before the general meeting of cc-hubwoo shareholders scheduled in the second quarter of 2005. The terms of the transaction will be detailed in the information document ("document E") that will be released prior to the general meeting.
Leading the trend in the consolidation of marketplaces, the combination of cc-hubwoo and Trade-Ranger creates a powerful global player in the electronic marketplace domain, with annual transactions of approximately $10 billion USD in customer spend value. The scale of the new organization will provide global services at the most competitive prices to customers. Trade-Ranger provides an increased presence in Europe and a strong presence in North America to cc-hubwoo, from which the combined company will be able to serve its growing number of global customers. It brings to cc-hubwoo eight of the world's largest corporations whose annual spend on indirect goods is in excess of $100bn, and an opportunity to capture more of this spend, as well as attract new customers from these vital industries. Trade-Ranger also adds a network of 2,000 suppliers to the combined hubs. Significant operating costs synergies are expected from the combination of the two operations following an appropriate transition period.
About cc-hubwoo (www.cc-hubwoo.com): cc-hubwoo (ISIN: FR0004052561), born in July 2004 from the merger between Hubwoo-Avisium and cc-Chemplorer, is the leading European provider for on-demand electronic procurement solutions and supplier network management. cc-hubwoo caters to more than 40 of the largest European groups (Total, BASF, EDF-Gaz de France, Michelin, Thomson, Bayer, Henkel, St Gobain, Volkswagen, Degussa, Alcatel, Snecma, Credit Agricole, Danone, etc.) and manages a network of more than 8,500 connected suppliers in 44 countries. cc-hubwoo posted pro-forma sales in excess of EUR 22 m in 2003.
About Trade-Ranger (www.traderanger.com) Trade-Ranger is the leading global marketplace for electronic procurement and supply chain management in the oil, gas and chemicals industries. Trade-Ranger provides an independent electronic hub that connects buyers and suppliers in the upstream, downstream and retail sectors, collaborates with companies in implementing e-procurement strategies; and guides development of industry-wide content and transaction standards. Among the services and solutions it provides to its members are catalogue creation and trading, electronic document exchange, purchase to invoice, and hosted order management tools. Trade-Ranger's largest customers include ConocoPhillips, The Dow Chemical Company, ENI, Repsol YPF, The Royal Dutch/Shell Group, Solvay, Statoil, and Total. Trade-Ranger has yearly transactions volumes in excess of 800,000 purchase orders totalling approximately $8 billion in yearly spend value.
Listed on the Nouveau Marche of Euronext Paris
ISIN: FR0004052561, Reuters: HBWO.LN, Bloomberg: HBWO FP