Rueil-Malmaison (France), July 22, 2011 - Schneider Electric SA (“Schneider Electric”) announced today that its wholly owned subsidiary, Schneider Electric España, S.A.U. (“Schneider Electric España”), has extended its previously announced tender offer (the “Offer”) for all of the outstanding US$200,000,000 5.50% Senior Subordinated Convertible Notes due 2015 (the “Notes”) of Telvent GIT, S.A. (“Telvent”). The Offer, which had been scheduled to expire at 5:00 p.m., New York City time, on Thursday, July 21, 2011, will now expire at 5:00 p.m., New York City time, on Thursday, August 4, 2011, unless further extended (such date and time, as it may be extended, the “Expiration Date”) or earlier terminated by Schneider Electric España.
The depositary for the Offer has indicated that, as of 5:00 p.m., New York City time, on July 21, 2011, US$100,507,000 aggregate principal amount of Notes were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 50% of the outstanding Notes.
The Offer is being conducted substantially concurrently with a separate cash tender offer by Schneider Electric España for all of the issued shares (the “Shares”) of Telvent (the “Shares Tender Offer”). It is a condition to the Offer for the Notes that more than 50% of the authorized and issued Shares are validly tendered and not withdrawn in the Shares Tender Offer. The depositary for the Shares Tender Offer has indicated that, as of the close of business on July 19, 2011, 33,118,327 Shares were validly tendered and not withdrawn pursuant to the Shares Tender Offer, representing approximately 97% of the number of Shares of Telvent issued as of May 31, 2011. As previously announced, the expiration date of the Shares Tender Offer has been extended to 12:00 midnight, New York City time, at the end of Tuesday, August 2, 2011 because all of the conditions to the Shares Tender Offer, including the receipt of required regulatory approvals, had not yet been satisfied by the previously-scheduled expiration date.
As a result of the extension of the Shares Tender Offer, the date (the “Effective Date”) on which Schneider Electric España acquires more than 50% of the Shares in the Shares Tender Offer will be delayed. If the Effective Date occurs on August 3, 2011, the Purchase Price (as defined in the Offer to Purchase dated June 22, 2011 (the “Offer to Purchase”) for the Notes will be $1,315.01 per $1,000 principal amount of Notes tendered pursuant to the Offer. It is possible that the Effective Date will be further delayed because conditions to the Shares Tender Offer, including the receipt of required regulatory approvals, may not have been satisfied by the extended expiration date for the Shares Tender Offer. If the Effective Date were to occur later than August 3, 2011, the Purchase Price for the Notes would be lower because the Adjusted Conversion Rate (as defined in the Offer to Purchase) that would be in effect on such later date, as determined in accordance with the Indenture (as defined in the Offer to Purchase), would be lower, as further described in the Offer to Purchase.
When determined, Schneider Electric will publicly announce the definitive Effective Date and Purchase Price no later than 9:00 a.m., New York City time, on the second business day prior to the Expiration Date for the Offer. Holders of Notes may contact Santander Investment Securities Inc., the dealer manager for the Offer, at (212) 407-0976, or D.F. King & Co., Inc., the information agent for the offer, toll-free at (866) 952-2200, with respect to the determination of the Purchase Price for the Notes.
The terms of the Offer otherwise remain as set forth in the Offer to Purchase.
Completion of the Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase.
Santander Investment Securities Inc. is serving as dealer manager, The Bank of New York Mellon is serving as depositary, D.F. King & Co., Inc. is serving as information agent and Acupay System LLC is serving as the tax certification agent for the Offer.
Requests for documents may be directed to D.F. King & Co., Inc. toll-free at (866) 952-2200 or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Corporate Actions. Questions regarding the Offer may be directed to Santander Investment Securities Inc. at (212) 407-0976. Questions regarding the Offer on Spanish withholding tax may be directed to Acupay System LLC in New York at (212) 422-1222 or in London at +44 20 7382 0340.
About Schneider Electric
As a global specialist in energy management with operations in more than 100 countries, Schneider Electric offers integrated solutions across multiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and data centers/networks, as well as a broad presence in residential applications. Focused on making energy safe, reliable, and efficient, the company's 110,000 plus employees achieved sales of 20 billion euros in 2010, through an active commitment to help individuals and organizations “Make the most of their energy”.
The Offer and the Offer to Purchase and the related documents do not constitute an offer to buy or solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, “Blue Sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Schneider Electric España by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer to Purchase and related documents nor any purchase of Notes will, under any circumstances, create any implication that the information contained in or incorporated by reference to the Offer to Purchase is current as of any time after the date of such document.