Valeo in €250 Million Self-Tender

May 6, 2005

Cleary Gottlieb represented Valeo, a leading French automotive equipment supplier, in its public tender offer to repurchase up to 6,250,000 Valeo shares (representing approximately 7.5% of share capital), for a maximum aggregate consideration of €250 million.  The offer is being made in France with AMF (the French securities regulatory agency) authorization, as well as in the United States under Regulation 14E.  The transaction will close on June 3.

This tender offer is the first to combine a public tender offer to repurchase shares (offre publique de rachat d’actions) with a simplified public tender offer (offre publique d’achat simplifiée).  The split structure maximizes tax efficiency for French shareholders.