墨西哥IT產品通路商擁有建檔客戶資料25,000家，其中10,000家客戶曾於去(2004)年擁有銷售紀錄。主要客戶包括Scotiabank Inverlat墨西哥分行, Integra Systems, Casa GEO, FedEx, UNEFON, MVS, KIO, INFONAVIT, Grupo ADO, Grupo CORVI, CIE, Diveo DHL, Medica Sur, ING Comercial America等，其客戶在墨西哥均擁有相當高知名度。2004年該墨商稅前營收墨幣9640萬批索(約960萬美元)，毛利14.71%； 2005年稅前營收墨幣1億51萬批索(約1,051萬美元)，毛利率14.66%。

該通路商目前擁有1,500平方公尺之建築面積作為辦公室用途，1,200平方公尺之建築面積作為倉庫用途，13個墨西哥市中心商業區之銷售店面，自有運輸車隊59部，另租用運輸車16部，公司員工200名。該通路商主要銷售之電腦及IT產品包括：機器類：servers; desktop and notebooks; monitors; laser and ink injection printers; multifunctional, digital cameras, projectors. 零配件類 ： cables, memories, mouse, keyboards, covers; 消材類 ： cartridges, toners, paper, injection and cut plotters and software等

銷售策略旨在提供客戶各種產品品牌之電腦及IT產品(主要銷售之產品品牌包括HP, Sony, Dell, Toshiba, LG, Microsoft and MAC等)，並運用自有資金配合，提供客戶必要之付款融通。鑒於為拓展墨國電腦及IT產品市場，一般需要由銀行或財務金融公司配合，提供消費者分期付款等融通計畫，方易奏效。該通路商有能力以自有資金，配合銷售提供客戶所需之付款融通措施，係一大優勢與特色。該通路商提供客戶所需之付款融通方面，2003年計有43案，2004年增加為190案，至2005年6月已發展至273案。

EXECUTIVE SUMMARY

The shareholders of one of the greatest Mexican companies of marketing and product financing of computer equipment and other capital assets have contracted the services of Bancomer to offer the investment opportunity in the company by means of the total sale of their actions and/or assets.

The Mexican Market

According to the World Bank, the Mexican economy is the tenth greatest of the world with a GDP of US$ 606 billions. In 2004 the Mexico economy showed a great strength and grew 4.4%annual, obtaining the best performance of last the four years.  Without doubt, this growth confirmed the beginning of new cycle of growth; with attractive increases to the investment but non-superior to those reached the previous year. In the factors that more have come together to support the strength of the country emphasizes the increase of the credit to the private sector and more structurally the continuation in the monetary and fiscal stability.

For 2005, the GDP growth estimations increased 3.8% to 4.2%, nevertheless stays the expectation of a moderately descendent tendency that will continue in 2006. Like in previous years it projects to the consumption more dynamic than the GDP.

 Electoral process also will have an impulse on the productive activity in 2005 and 2006. In these two years 47% of the states (58% of GDP), renew its administration. This is generally associated with public work completion and its consequent apportionment in the economy, in addition to the electoral cost and of the parties. Between these states emphasize by its relative importance, the Mexico City, Mexico States and Jalisco.

The company

The Group it is a company dedicated to market through financing programs, as much of IT products and services and other capital assets not marketing by it.

The company is divided in three lines of business: Computer Equipment Financed Trading Division, Third’s Products Financing Division and Product Lease Division.

Actually, the company headquarters has more than 1500 square meters to corporative attention, special accounts, small and medium enterprise, as well as the entire Administration, Operations, Marketing and Legal infrastructure. Similarly the Group attends retail market through 13 units located in the main commercial centers of Mexico City.

The Company has approximately 200 employees, a warehouse with more than 1200 square meters and one transport flotilla with 59 own units (including corporative cars) and 16 leasing units.

Computer Equipment Financed Trading Division

The Group, through the Computer Equipment Financed Trading Division has developed a sales and specialized services infrastructure, and by its volume, specialization and according to the market divides them in:

1.-Corporative
2.-Commercial (Small and Medium Enterprise); and
3.-Retail

Strategy:

Customers:

The Company’s portfolio of customers is very diversified, actually has a portfolio of more than 25,000 clients, of who more than 10,000 have made some transaction in the last year.

Among the main clients we can mention to: Scotiabank Inverlat, Integra Systems, Casa GEO, FedEx, UNEFON, MVS, KIO, INFONAVIT, GRUPO ADO, GRUPO CORVI, CIE, Diveo DHL, Medica Sur, ING Comercial America.

Business Strategy:

The Company strategy is to be a multi-mark company offering the more demanded products in the market with the possibility of sells them with own financing. At the moment, the group has become a placement of financial resources through the product sale related to the productive technology in the companies mainly.

Between the main marks that the Company handles, are HP, Sony, Dell, Toshiba, LG, Microsoft and MAC.

Trading products:

In general way, the Group sells the following lines of products: servers; desktop and notebooks; monitors, laser and ink injection printers; multifunctional, digital cameras, projectors, accessories like cables, memories, mouse, keyboards, covers; consumables like cartridges, toners, paper, injection and cut plotters and software among others.

Third’s Products Financing Division

The company has a financial line of business with the intention of providing services of financing with great flexibility and rapidity to its customers to computer equipment and capital assets not traded by the company. The Group’s market experience allows having an excellent credit analysis that has been in an overcome portfolio minimum.

During 2003 the company conducted 43 financing operations, being increased to 190 for 2004 and 273 until June of 2005. The Third’s Products Financing Division of the Group has exclusive agreements with several manufacturers like Dell, HP and Microsoft (among others) to finance its products.

Product Lease Division

With the intention of providing a greater range with services to its customers, in 2005 the product lease division was created, same that is in line with the strategy of the customers who therefore require it and is another option for the acquisition of the computer equipment and capital assets that each customer needs.

Investment Attractions

The Group acquisition is an investment opportunity in a project of high profitability since it supposes:

n          To enter in a company leader of its sector with entrance barriers such as:

¨      Scale Economies

¨      Safety & Trust

¨      Experience, quality and high-tech

¨      Ability and experience in the management, use and credits granting to the Mexico business sector.

¨      Margin that management with respect to its sales volume and the relation with suppliers

¨      Efficient System of operative control

n            The company participates in a sector with high growth, seeing as the increasing interest that companies have in the technology of information:

¨      More and more Mexican companies are investing in technology

¨      Increasing Demand from actual customers

¨      High potential to attract new customers

¨      Attractive interest rates scenario to the financing that stimulate the company’s credits granting.

¨      Consolidated base of development of new line of business like the equipment leasing.

n            A unique investment opportunity since the company has a high volume of sales, a successful experience for sale financed, a great necessity of the market as much of financing as of technology and an excellent experience in the investment return.

n            To have in the company the sales to Small and Medium Companies division that besides to have the greater participation of the sales, has a great potential of growth and a market that has displayed difficulties between the great distributors.

n            Financial solidity. Positive evolution of the operation and the margins of the company due to the constant growth during the last years as a result of the expansion of the market and its capacity to grow to the rate of its customers.

n            Qualified Managerial Team. The Group counts on professional team highly qualified, with expertise that takes a greater value in the financing area when having the bases of the granting of credits for the different divisions from the sale business.

n            To be in a market in which the technological change is so fast that the products rotation is greater than in other markets.

Selected Financial information

Composed growth of 5.7% in sales in the period 2002-2005e, and a tendency to be increased due to the importance in the mixture that begins to have the financing and leasing division.

It esteems that the participation of the financing and renting division in the entrance is growing gradually. In specific in 2005 esteems have 4,99% and 2,23% of the total respectively. 

The company had an EARNINGS BEFORE INTEREST TAXES DEPRECIATION AMORTIZATION (EBITDA) in 2004 of $96.4 millions of pesos with a margin of 14,17%, and for 2005 esteems that the EBITDA is of $100.51 millions of pesos with a margin of 14.66%.

It esteems that the participation of the financing and leasing division in the EBITDA is growing in greater proportion than the entrance, and in specific in 2005 is considered in 33% of participation in the total EBITDA.

Legal situation

With base in the reviewed documentation, the contracted office concluded that legal aspects or contingencies of legal character do not exist, that can make difficult a possible sale of the actions of the Group to third.

Fiscal situation

With base in the analysis and revision conducted to the documentation provided by the company, respect to the operations related to the sale and distribution of equipment, the contracted office concluded that the fiscal situation with respect to those activities is reasonably correct, without it was known important contingencies that could make difficult in everything or partly the sale of this segment like a business working..

IMPORTANT NOTE

This document, as well as the data, opinions, estimations, forecasts and recommendations contained in the same one, has been elaborated by BBVA Bancomer, S.A., Multiple Bank Institution, Financial Group BBVA Bancomer, (in ahead "Bancomer") with information provided by the company, whose character is provisional and has not been independently verified by Bancomer, reason why cannot guarantee exhaustiveness and correction of its content, nor takes responsibility by the reach and the use of the information contained in the same one. Bancomer reserves the right to make additions, suppressions and modifications, at any time and without previous warning. Bancomer does not assume commitment some to communicate these additions, suppressions and modifications, nor to update the content of the present document.

 This document is provided with the only objective to provide information to potential investors, who will make their own decisions from investment without basing the same ones on the validity, sufficiency and correction of the information provided in the document.  Bancomer does not assume any type of responsibility by the content and reaches of this document. The investors do not have to make no decision being based on the information contained here, and will have to be advised by a professional.

 Nothing of contained here, could be interpreted like a concession by implication, turn down or others, of any license or right under protection of any patent or mark of Bancomer or nobody third. Nothing of here established, could be interpreted like a concession of any license or right under any right of author of Bancomer or nobody third.

 Bancomer acts like financial adviser of the company in the sale process of the actions of the same one. The contacts directed to a potential transaction will have to settle down with Bancomer, and in no case with the company (except for previous express written authorization of Bancomer).

 Bancomer resigns specifically, to the granting of any representation and guarantee, or it express or implicit that comes from the law, any contract or any other source, including without limiting guarantees of commercial type. In no Bancomer case he will be responsible by damages for any nature, including without limiting, damages direct, indirect, special (including prejudices) consequential or incidental derivatives of or related to the existence, the reach and the use of this document and the information contained in the same one, independently of which Bancomer has been notified on the possibility of these damages.