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Philips to Acquire Genlyte in All-Cash Transaction for $95.50 (US) Per Share

The Genlyte Group Incorporated, a leading manufacturer of lighting fixtures, controls, and related products for the commercial, industrial and residential markets, has announced that it has entered into a definitive merger agreement with Philips Holding USA Inc., a fully-owned subsidiary of Royal Philips Electronics pursuant to which Philips will acquire Genlyte in an all-cash transaction for approximately $2.7 billion (US) that will create one of the world leaders in lighting fixtures, controls and related products.

The acquisition will be conducted by means of a tender offer for all of the issued and outstanding shares of Genlyte, followed by the merger of Genlyte with Philips’ acquisition subsidiary. The tender offer is subject to a number of customary closing conditions and is expected to close in the first quarter of 2008.

“This offer creates outstanding value for our stockholders and enables our management and talented associates to continue our successful strategy,” said Larry K. Powers, Chairman, President and Chief Executive Officer of Genlyte. “This reflects the strength of Genlyte’s brands, strong customer relationships, and many years of successful growth in sales and earnings. We are especially pleased that we have the opportunity to build upon these assets as we join an entity that understands the lighting fixtures and controls industry and can bring us extensive creative solutions and financial resources to further grow our business. We view this merger as an exciting opportunity for everyone, and as a result the Board unanimously recommended the offer to our stockholders.”

McDermott Will & Emery LLP served as legal advisor and Sagent Advisors Inc. and J.P. Morgan Securities Inc. served as financial advisors to Genlyte.

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