Schneider Electric completes the acquisition of Invensys

Summary

January 18, 2014 - Schneider Electric completed its acquisition of Invensys, 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. 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 Utilities & Infrastructure, Industries & Machines Manufacturers, Non-residential Building, Data Centres & Networks and in Residential. Focused on making energy safe, reliable, efficient, productive and green, the Group's 140,000 plus employees achieved sales of 24 billion euros in 2012, through an active commitment to help individuals and organizations make the most of their energy.