WLW Woolworths

RNS Number:6463P
Woolworths Group PLC
17 January 2007

                              Woolworths Group plc

                Acquisition of Bertram Group Limited ("Bertram")

                      by Entertainment UK Limited ("EUK")



Woolworths Group plc announces that its Entertainment wholesaling subsidiary,
Entertainment UK Limited, has today reached agreement with the majority Bertram
shareholders on the terms of the acquisition of Bertram by EUK at a cost of
approximately #29 million for the equity.

Bertram is a leading wholesaler of books and distributor of books to libraries.
It also acts as a primary distributor for small book publishers. It supplies to
multiple retailers, independent shops and online retailers. In the year to 31
July 2006 its profit before interest, tax, depreciation and amortisation of
goodwill was #5.6 million. Operational synergies of at least #5 million are
expected to be available in 2008/9 financial year.

Commenting on the proposed acquisition, Chief Executive Trevor Bish-Jones said:

"The acquisition of Bertram is another important step in the strategic
development of the Groups' Entertainment Wholesale business. It further
diversifies our customer base and increases exposure to the growing Books
market. The acquisition speeds our entry into the Library Servicing sector and
provides an international sales base on which to build. The business also has
strong positions supporting online retailers of all sizes. The acquisition of
Bertram complements the Group's existing Book distribution capability. We are
particularly pleased that the acquisition provides the opportunity to support
many of the best independent booksellers in the UK."

Under the terms of acquisition, EUK has agreed to acquire all the Bertram
preference shares (the "Preference Transaction") and to make cash offers for all
classes of Bertram, ordinary shares (the "Offers"), which will enable EUK to
acquire 100 per cent of Bertram as described below.

The Preference Transaction together with the Offers, are expected to value the
entire issued share capital of Bertram at approximately #29 million and
represent an estimated enterprise value of approximately #41.1 million. The
final consideration will be determined following a completion accounts process
with adjustments being made for the actual level of Bertram's net debt and
working capital as at 31 January 2007. The consideration is to be financed from
Woolworths Group's existing cash resources and debt facility.

The Offers, when made, will be contained in a formal offer document and Form of
Acceptance to be delivered to ordinary shareholders of Bertram in accordance
with its Articles of Association. EUK has received irrevocable undertakings from
the majority Bertram shareholders in respect of their entire holdings of
ordinary shares. This means that when the majority of shareholders accept the
relevant Offer(s) in accordance with the terms of the undertakings EUK will be
able to acquire compulsorily the ordinary shares of any minority shareholders
who do not accept the relevant Offer(s).

The completion of the Preference Transaction and delivery of the offer document
is expected to take place on 1 February 2007. The Offers will initially be open
for acceptance until 3.00pm on 1 March 2007.

It is currently expected that the acquisition will substantially close on 1
February 2007.

The intention is that the existing executive management, who have successfully
taken the business forward over recent years, will remain with the business.

In the year to 31 July 2006 Bertram made profit before interest, tax,
depreciation and amortisation of goodwill of #5.6 million, profit before tax of
#0.6 million and at 31 July 2006 had gross assets of #55.3 million. It is
expected that in the 2008/9 financial year at least #5 million of operational
synergy benefits will be delivered.



Enquiries

Stephen East, Group Finance Director, Woolworths Group plc         020 7479 5179

Kirstie Hamilton, Tulchan Communications                           020 7353 4200

Celia Gordon Shute, Tulchan Communications                         020 7353 4200


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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