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News Release

Schneider Electric completes the acquisition of Invensys and creates a unique player in Industry Automation

JANUARY 17, 2014 / RUEIL-MALMAISON, FRANCE - Schneider Electric announces today that it has completed its acquisition of Invensys plc, a global automation player with a large installed base and a strong software presence.
 
With this acquisition, Schneider Electric is significantly enhancing its position as a provider of efficiency solutions integrating power and automation. The transaction will allow the combined entity to have a unique position in industrial and infrastructure end-markets.
 
Jean-Pascal Tricoire, Chairman and CEO of Schneider Electric, commented: “We are delighted to announce the completion of the acquisition of Invensys and warmly welcome the teams joining us. With Invensys, Schneider Electric will reinforce its industrial automation capabilities, boost its positions in key energy-intensive segments and strengthen its software offering. Together, we will create substantial value for our customers, shareholders and employees.”
 
“Invensys brings proven capabilities in process automation technologies that are very complementary with those of Schneider Electric’s Industry business” said Clemens Blum, Executive Vice-President of the Industry business of Schneider Electric. “We are now in a position to offer to both our customers and those of Invensys a unique value proposition in terms of segment know-how, technologies and geographic footprint.”
 
Information regarding the issuance of New Schneider Electric shares
 
Pursuant to the Scheme, Schneider Electric is expected to issue 17,207,427 New Schneider Electric Shares with ISIN FR0000121972 on 20 January 2014. The New Schneider Electric Shares are expected to be admitted to trading on Euronext Paris (Compartiment A) and commencement of dealings is expected at 9.00 a.m. (Central European Time) on 20 January 2014.
 
Information regarding the Mix and Match Elections
 
Share Elections in respect of 451,566,108 Scheme Shares, representing approximately 68.11 per cent. of the aggregate number of Scheme Shares, and Cash Elections in respect of 47,290,737 Scheme Shares, representing approximately 7.13 per cent. of the aggregate number of Scheme Shares, were made by Scheme Shareholders. The ability to satisfy all elections for cash consideration and/or New Schneider Electric Shares made by Invensys Shareholders was dependent on other Invensys Shareholders making equal and opposite elections.
 
Accordingly, pursuant to the terms of the Scheme, Scheme Shareholders who made valid Cash Elections have had such elections satisfied in full and will receive 502 pence per Scheme Share.
 
Scheme Shareholders who made valid Share Elections have had such elections scaled down on a pro rata basis by approximately 96.34 per cent. and will receive 0.1002262076 of a New Schneider Electric Share per Scheme Share in respect of a Share Election that has been satisfied in full.
 
Scheme Shareholders will receive the basic offer consideration, which is 372 pence in cash and 0.025955 of a New Schneider Electric Share, per Scheme Share in respect of the balance of their Scheme Shares on which a Share Election has not been satisfied in full or for which no valid election under the Mix and Match Facility has been made.
 
Despatch of cheques and statements of entitlement to New Schneider Electric Shares or settlement of cash consideration and entitlements to New Schneider Electric Shares through CREST (as appropriate) to Scheme Shareholders will be made by no later than 30 January 2014.
 
Capitalised terms used but not defined in this announcement have the meanings set out in the scheme document dated 10 September 2013 sent or made available to Invensys shareholders on 12 September 2013.
 
Important Information
 
The Autorité des Marchés Financiers granted the Prospectus its visa on September 9, 2013 under number 13-481.
 
Copies of the Prospectus are available free of charge at Schneider Electric SA’s registered office, 35 rue Joseph Monier, 92500 Rueil Malmaison, on the website of the company (www.schneiderelectric. com), as well as on the AMF website (www.amf-france.org). 
 
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in any jurisdiction. The New Schneider Electric Shares are not being offered to the public by means of this announcement. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.
 
The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. The New Schneider Electric Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Schneider Electric Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Schneider Electric Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
 
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
 
Investor Relations :
Schneider Electric
Anthony Song

Phone: +33 (0) 1 41 29 83 29
Fax: +33 (0) 1 41 29 71 42
www.schneider-electric.com
Press Contact :
Schneider Electric
Véronique Roquet-Montégon

Phone: +33 (0)1 41 29 70 76
Fax: +33 (0)1 41 29 88 14
Press Contact :
DGM
Michel Calzaroni
Olivier Labesse

Phone: +33 (0)1 40 70 11 89
Fax: +33 (0)1 40 70 90 46

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Media Contact

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About Invensys 

Invensys is a global technology company that works in partnership with a broad range of industrial and commercial customers to design and supply advanced technologies that optimise their operational performance and profitability. From oil refineries and power stations to mining companies and appliance manufacturers, Invensys’ market-leading software, systems and controls enable its customers to monitor, control and automate their products and processes, thereby maximising safety, efficiency, reliability and ease of use. To learn more about Invensys, visit invensys.com.

Invensys, the Invensys logo, Avantis, Eurotherm, Foxboro, IMServ, InFusion, Skelta, SimSci, Triconex and Wonderware are trademarks of Invensys plc, its subsidiaries or affiliates. All other brands and product names may be trademarks of their respective owners. 

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antonella.crimi@
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