Clayton, Dubilier & Rice to Acquire Europe's No.1 Vehicle Remarketing Company

LONDON/NEW YORK - December 24, 2009 - Clayton, Dubilier & Rice, LLC today announced a definitive agreement to acquire BCA, Europe's leading vehicle auctions and remarketing company from Montagu Private Equity.

With 45 remarketing centers spread across 12 countries, BCA annually sells over 4 billion of used vehicles, ranging from nearly-new and ex-lease stock to budget and older product. In addition to selling vehicles through physical auctions, BCA is experiencing significant growth from its online offering, and expects this to continue in the future. BCA also provides a variety of additional services to its customers including collections, deliveries, vehicle inspection, storage and vehicle preparation and cleaning. BCA serves the entire used vehicle buying community and this year has had more than 70,000 active buyers in the UK alone. It sells vehicles on behalf of a wide range of vendors including dealers, leasing companies, manufacturers and rental companies.

Fred Kindle, a London-based CD&R partner and former chief executive officer of ABB Group, will serve as Chairman of BCA. Jon Olsen will remain Chief Executive Officer. The management team will retain an equity stake in the company.

"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David A. Novak, a London-based CD&R Partner. "The company is exceptionally well positioned to build on an unmatched record of service excellence and innovation to continue to deliver high levels of performance."

"Our work with Hertz and other similar services companies makes us very comfortable with the business model and value proposition of BCA," said David H. Wasserman, a New York-based CD&R Partner. "We look forward to supporting the company as it pursues a number of exciting long-term growth opportunities, including expansion into new countries, the introduction of new services and strategic acquisitions."

"Clayton, Dubilier & Rice's record of building businesses aligns well with our objective to take BCA to the next level of profitable growth," said Mr. Olsen. "Together with our new owners, we remain committed to providing our customers with the most innovative remarketing strategies that exploit all effective routes to market."

CD&R recently completed investments in JohnsonDiversey, Inc., a leading global provider of commercial cleaning, sanitation and hygiene solutions, part of a broader recapitalization of the company valued at $2.6 billion, as well as a $250 million investment in NCI Building Systems (NYSE: NCS), one of North America's largest integrated manufacturers of metal products for the nonresidential building industry.

Bank of America Merrill Lynch, BNP Paribas Fortis, Commerzbank, HSBC, Investec, Lloyds TSB, The Bank of Ireland, and The Royal Bank of Scotland have acted as joint mandated lead arrangers of the debt financing. HSBC and BofA Merrill Lynch served as M&A advisors for CD&R. Clifford Chance and Debevoise & Plimpton served as legal advisors to CD&R, and tax and financial transaction services were provided by Ernst & Young.

The BCA transaction is expected to close in the first quarter of 2010.

About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice, LLC is a private equity firm with an investment strategy predicated on producing superior financial returns through building stronger, more profitable businesses. The Firm's professionals include a combination of financial and operating executives. Since inception, CD&R has managed the investment of more than $12 billion in 45 U.S. and European businesses representing a broad range of industries with an aggregate transaction value of approximately $70 billion and revenues of nearly $100 billion. CD&R's portfolio investments include global market leaders such as Hertz (NYSE: HTZ), Brakes, one of the largest broadline food distributors in Europe, Exova (formerly Bodycote Testing Group), a leading global testing services company, and Rexel, the Paris-based global electrical products distribution leader. The Firm is based in London and New York. www.cdr-inc.com.

About BCA
Established for over 60 years, BCA is the market leader in vehicle auctions and remarketing throughout the UK and mainland Europe. The region's leading automotive manufacturers, motor vehicle dealer groups, rental, fleet, leasing and finance companies choose BCA for vehicle remarketing. Each year BCA sells over 4 billion of used vehicles, ranging from nearly-new and ex-lease stock to budget and older product. The company not just sells vehicles for customers, but provides complete remarketing solutions that may comprise vehicle document management, defleet and inventory management services, vehicle inspections and logistics, vehicle smart repair and valeting, physical auction and online sales, training and more. www.bca-europe.com.


Clayton, Dubilier & Rice to Acquire Europe's No.1 Vehicle Remarketing Company

LONDON/NEW YORK - December 24, 2009 - Clayton, Dubilier & Rice, LLC today announced a definitive agreement to acquire BCA, Europe's leading vehicle auctions and remarketing company from Montagu Private Equity.

With 45 remarketing centers spread across 12 countries, BCA annually sells over 4 billion of used vehicles, ranging from nearly-new and ex-lease stock to budget and older product. In addition to selling vehicles through physical auctions, BCA is experiencing significant growth from its online offering, and expects this to continue in the future. BCA also provides a variety of additional services to its customers including collections, deliveries, vehicle inspection, storage and vehicle preparation and cleaning. BCA serves the entire used vehicle buying community and this year has had more than 70,000 active buyers in the UK alone. It sells vehicles on behalf of a wide range of vendors including dealers, leasing companies, manufacturers and rental companies.

Fred Kindle, a London-based CD&R partner and former chief executive officer of ABB Group, will serve as Chairman of BCA. Jon Olsen will remain Chief Executive Officer. The management team will retain an equity stake in the company.

"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David A. Novak, a London-based CD&R Partner. "The company is exceptionally well positioned to build on an unmatched record of service excellence and innovation to continue to deliver high levels of performance."

"Our work with Hertz and other similar services companies makes us very comfortable with the business model and value proposition of BCA," said David H. Wasserman, a New York-based CD&R Partner. "We look forward to supporting the company as it pursues a number of exciting long-term growth opportunities, including expansion into new countries, the introduction of new services and strategic acquisitions."

"Clayton, Dubilier & Rice's record of building businesses aligns well with our objective to take BCA to the next level of profitable growth," said Mr. Olsen. "Together with our new owners, we remain committed to providing our customers with the most innovative remarketing strategies that exploit all effective routes to market."

CD&R recently completed investments in JohnsonDiversey, Inc., a leading global provider of commercial cleaning, sanitation and hygiene solutions, part of a broader recapitalization of the company valued at $2.6 billion, as well as a $250 million investment in NCI Building Systems (NYSE: NCS), one of North America's largest integrated manufacturers of metal products for the nonresidential building industry.

Bank of America Merrill Lynch, BNP Paribas Fortis, Commerzbank, HSBC, Investec, Lloyds TSB, The Bank of Ireland, and The Royal Bank of Scotland have acted as joint mandated lead arrangers of the debt financing. HSBC and BofA Merrill Lynch served as M&A advisors for CD&R. Clifford Chance and Debevoise & Plimpton served as legal advisors to CD&R, and tax and financial transaction services were provided by Ernst & Young.

The BCA transaction is expected to close in the first quarter of 2010.

About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice, LLC is a private equity firm with an investment strategy predicated on producing superior financial returns through building stronger, more profitable businesses. The Firm's professionals include a combination of financial and operating executives. Since inception, CD&R has managed the investment of more than $12 billion in 45 U.S. and European businesses representing a broad range of industries with an aggregate transaction value of approximately $70 billion and revenues of nearly $100 billion. CD&R's portfolio investments include global market leaders such as Hertz (NYSE: HTZ), Brakes, one of the largest broadline food distributors in Europe, Exova (formerly Bodycote Testing Group), a leading global testing services company, and Rexel, the Paris-based global electrical products distribution leader. The Firm is based in London and New York. www.cdr-inc.com.

About BCA
Established for over 60 years, BCA is the market leader in vehicle auctions and remarketing throughout the UK and mainland Europe. The region's leading automotive manufacturers, motor vehicle dealer groups, rental, fleet, leasing and finance companies choose BCA for vehicle remarketing. Each year BCA sells over 4 billion of used vehicles, ranging from nearly-new and ex-lease stock to budget and older product. The company not just sells vehicles for customers, but provides complete remarketing solutions that may comprise vehicle document management, defleet and inventory management services, vehicle inspections and logistics, vehicle smart repair and valeting, physical auction and online sales, training and more. www.bca-europe.com.