Memec Announces Expiration of Hart-Scott-Rodino Waiting Period Relating to its Acquisition by Avnet, Inc

Business Wire, May 31, 2005

SAN DIEGO -- Memec Group Holdings Limited ("Memec"), a leading global semiconductor distributor specializing in demand creation, announced today the expiration of the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the proposed acquisition of Memec by Avnet, Inc. (NYSE:AVT) announced on April 26, 2005. The Company has also received regulatory approval notice regarding the acquisition from the Canadian Competition Bureau. Memec anticipates that the transaction, which is still subject to certain conditions including other regulatory approvals, will close in the next 30-60 days.

Memec pioneered the concept of "demand creation", which focuses on providing pro-active engineering support to customers such as electronic manufacturing services companies and original equipment manufacturers to help them evaluate and select key semiconductor devices to be incorporated into their products. The Company offers its customers more than 20,000 specialized semiconductor devices, including programmable logic devices, analog products and application specific standard products from over 140 semiconductor suppliers.

"This acquisition enables Memec to combine our expertise and talented workforce with Avnet Electronics Marketing, which will be the largest electronics components distributor in the world, and to use their scale and financial strength to further expand the Memec model of demand creation," said David Ashworth, Memec President and Chief Executive Officer. "Memec currently has operations in 33 countries and 130 cities, and is the largest semiconductor distributor focused primarily on design chain services. After the acquisition, Avnet's Electronics Marketing Group will have a presence in 69 countries and anticipated annual sales of more than $8.5 billion."

Doug Lindroth, Memec's Senior Vice President, Chief Financial Officer, commented, "Under the terms of the agreement, Memec investors will receive approximately 24.011 million shares of Avnet common stock plus approximately $64 million of cash. The total transaction, which includes the assumption of approximately $194 million of Memec's net debt, was valued at approximately $676 million when it was announced on April 26. This value has subsequently increased by approximately $60 million due to a rise in Avnet's stock price."

"Avnet's access to capital and global infrastructure will enable us to deliver industry-leading services to our trading partners while allowing our investors to participate in the value being created," Ashworth noted. "Doug Lindroth and I, along with the rest of the Memec leadership team, are dedicated to ensuring a smooth transition for Memec's customers, suppliers and employees as we move toward integrating the two companies."

About Memec

Memec is a global semiconductor distributor specializing in demand creation and servicing the electronics industry with 2,400 employees, including 1,800 field application engineers, technical sales specialists, technical marketing professionals and account representatives around the world. The company provides original equipment manufacturers with engineering expertise and a portfolio of semiconductor devices, and helps design customized, differentiated products. For more information, visit www.memec.com.

Information contained in this press release, other than historical information, may be considered forward-looking in nature and is subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on Memec's operating results, performance or financial condition are its ability to maintain its existing relationships with a select group of semiconductor companies, obtain semiconductor devices at lower prices than its competitors, achieve and manage its planned expansion and raise capital. Consolidation and growth in the semiconductor sector, competition and numerous other factors discussed in Memec's Registration Statement on Form S-1 that is on file with the Securities and Exchange Commission are also key factors that may have a direct bearing on Memec's operating results, performance or financial condition.