Rueil-Malmaison (France), August 24, 2011 - Schneider Electric SA (“Schneider Electric”) announced today that its wholly owned subsidiary Schneider Electric España, S.A.U. (“Schneider Electric España”) has amended 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”) to expire at 5:00 p.m., New York City time, on Tuesday, August 30, 2011, unless further extended (such date and time, as it may be extended, the “Expiration Date”) or earlier terminated by Schneider Electric España. The Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Tuesday, September 13, 2011.
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”). As announced today, the Shares Tender Offer has been amended to expire at 5:00 p.m., New York City time, on Tuesday, August 30, 2011, unless further extended. 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to the Offer for the Notes that more than 50% of the authorized and issued Shares are validly tendered and not withdrawn in the Shares Tender Offer.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has indicated that, as of the close of business on August 23, 2011, 32,679,708 Shares were validly tendered and not withdrawn pursuant to the Shares Tender Offer, representing approximately 96% of the number of Shares of Telvent issued as of May 31, 2011.
The closing of the Shares Tender Offer is subject to customary terms and conditions, including the receipt of a number of regulatory approvals and clearances. As previously announced on August 23, 2011, all such regulatory approvals and clearances have been granted other than the approval of the competition authority of the Republic of Serbia.
Schneider Electric has been informed that the competition authority of the Republic of Serbia has concluded its review and intends to clear the Shares Tender Offer on or prior to 5:00 p.m., New York City time, on Tuesday, August 30, 2011. Subject to receipt of such clearance and the satisfaction of all other closing conditions to the Shares Tender Offer, Schneider Electric anticipates that the Shares Tender Offer will close shortly after the August 30th expiration date.
Schneider Electric España will accept the Shares tendered in the Shares Tender Offer for payment on Tuesday, August 30, 2011 (after the close of business), unless the expiration date for the Shares Tender Offer is further extended. As a result, the date (the “Effective Date”) on which Schneider Electric España acquires more than 50% of the Shares in the Shares Tender Offer will be August 30, 2011, unless the expiration date for the Shares Tender Offer is further extended.
The Purchase Price for the Notes is calculated by multiplying (i) $40, the purchase price per Share in the Shares Tender Offer, by (ii) 32.8192 Shares per $1,000 in principal amount of Notes, i.e., the Adjusted Conversion Rate (as defined in the Offer to Purchase dated June 22, 2011 (the “Offer to Purchase”)) applicable to the Notes, as determined in accordance with the Indenture (as defined in the Offer to Purchase), that will be in effect on the Effective Date.
Accordingly, the Purchase Price for the Notes will be $1,312.77 per $1,000 principal amount of Notes tendered pursuant to the Offer, unless the Effective Date is delayed. To be eligible to receive the Purchase Price for the Notes, holders of Notes must validly tender and not properly withdraw their Notes on or prior to 5:00 p.m., New York City time, on Tuesday, August 30, 2011. Schneider Electric España expects the settlement date for the Offer to be September 1, 2011, the second business day following the Expiration Date.
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.