Schneider Electric S.A. (ENXTPA:SU) made a preliminary offer to acquire Invensys plc (LSE:ISYS) for £3.3 billion in cash and stock on July 11, 2013. Under the terms of the offer, Schneider Electric S.A. will pay £5.05 for each share, consisting of £3.19 in cash and £1.86 in stock. The Board of Invensys has indicated that it is likely to recommend a firm offer at the offer price. According to rules, Schneider Electric is required to make a firm offer by August 8, 2013. As of July 31, 2013 the boards of Schneider Electric and Invensys reached an agreement on the terms of a recommended offer. Under the terms of the revised offer, Schneider Electric S.A. will pay £5.02 for each Invensys share. The offer will include a Mix and Match facility, so that Invensys Shareholders will be able to elect to vary the proportions of cash and New Schneider Electric Shares they receive, subject to the elections made by other Invensys Shareholders. New Schneider Electric Shares allotment would be limited to issue of approximately 17 million New Schneider Electric Shares to Invensys Shareholders, which would result in former Invensys Shareholders holding approximately 3% of the Enlarged Group. Schneider Electric would fund the cash component from a combination of its own resources and a new bridge facility between, among others, Banc of America Securities Limited, Bank of America, N.A., Paris Branch, BNP Paribas and Deutsche Bank Luxembourg S.A.

The final dividend of Invensys for the financial year ended March 31, 2013 of £0.36 per Invensys Share approved by Invensys Shareholders on July 25, 2013 and to be paid on or around August 2, 2013. The Offer shall lapse if in so far as the Offer or any matter arising from the Scheme or Offer constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a reference to the Competition Commission. Also, if the Scheme or Offer does not constitute a concentration with a Community dimension within the scope of the Regulation, the OFT refers the Offer or any part of it to the Competition Commission.

The Offer will be conditional upon the Scheme becoming unconditional and effective, subject to the City Code, by not later than July 31, 2014. The Offer is also subject to consummation of due diligence investigation, sanction of the Scheme by the Court, the satisfaction of certain regulatory conditions (including anti-trust clearances in the EU, the US, Brazil, Canada and China and CFIUS clearance in the US), the Pensions Condition and admission to trading of the New Schneider Electric Shares on Euronext Paris (Compartiment A). The Scheme will become effective by December 31, 2013, subject to the satisfaction or waiver of the conditions and other terms. On August 7, 2013, Schneider Electric agreed to acquire Invensys plc. As of September 10, 2013, the Board of Invensys plc unanimously approved the transaction. As of October 10, 2013, shareholders of Invensys plc approved the transaction. The anti-trust and regulatory conditions were satisfied on December 13, 2013. The Scheme Court hearing is scheduled to be heard on January 14, 2014 and the effective date of the scheme is anticipated on January 17, 2014. Invensys Shareholders' consideration for the offer is expected to be settled or despatched by no later than January 30, 2014. Cancellation of listing of Invensys Shares is scheduled on January 20, 2014.

Richard Taylor and Mark Todd of Barclays Bank PLC and Edmund Byers and Dwayne Lysaght of JPMorgan Cazenove Limited acted as financial advisors and brokers to Invensys. Richard Mountain and Andrew Lorenz of FTI Consulting acted as public relation advisors to Invensys. Richard Sheppard, James Ibbotson and Charles Wilkinson of Deutsche Bank AG, Aidan Clegg and Paul Staples of BNP Paribas SA (ENXTPA:BNP) and Philip Noblet, Geoff Iles and Peter Brown of Merrill Lynch International acted as financial advisors and brokers to Schneider Electric. Nick Rees, Fabrice de La Morandière, Marc Petitier, Nick Rumsby, Sophie Roqueplo, Thomas Forin, Thomas Perrot, Melissa Hetherington, Mike Bienenfeld, Lillian Kim, Rebecca Andrew, Charles Turner, Tim Cox, John Gordon, Larissa Howard of Linklaters acted as legal advisors to Schneider. Faeth Birch and Dorothy Burwell of RLM Finsbury acted as public relation advisors to Schneider Electric. Barry O'Brien, Ben Spiers, Claire Wills, Simon Evans, Rod Carlton, Alan Mason, Colin Hargreaves, Richard Ballard, Sarah Murphy, Giles Rowbotham, Richard Blair, Sam Brown, Craig Thatcher, Tamara Young, Jenna Poon, Andrew Murphy, Sara Chambers, Katrin Gassner, Sibylle Renard-Payen and Andrew Boyer of Freshfields acted as legal advisor to Invensys. Morgan Stanley (France) SAS acted as financial advisor to Schneider Electric. Arnaud Fromion, Niels Dejean and Laurence Levy of Shearman & Sterling LLP acted as legal advisors to Schneider Electric S.A. Deutsche Bank Trust Company Americas acted as depository for Invensys plc. Price Waterhouse Coopers acted as the accountant in the transaction. Robert W. Baird acted as financial advisor for Invensys. Stéphane Courbon, Jean Rivière of Bank of America-Merrill Lynch acted as financial advisors, Nicolas Barsalou, Xavier Gallais of Accuracy acted as financial advisors, Bredin Prat acted as legal advisor and Aon Hewitt acted as pensioner to Schneider Electric. Invensys paid an advisory fee of £18 million for financial and corporate broking advice and advisory fee of £7.5 million for legal advice. Schneider Electric paid an advisory fee of £14.3 million for financial and corporate broking advice, advisory fee of £1.4 million for accounting advice and advisory fee of £6.4 million for legal advice. The currency conversion was done using www.oanda.com as on July 30, 2013.


Schneider Electric S.A. (ENXTPA:SU) completed the acquisition of Invensys plc (LSE:ISYS) on January 17, 2014. Pursuant to acquisition, Schneider Electric is expected to issue 17.2 million shares as part of stock consideration. Share elections in respect of 451.6 million shares and cash elections in respect of 47.3 shares were made by Invensys shareholders. Shareholders who made valid cash elections have had such elections satisfied in full and will receive £5.02 pence per share. Shareholders who made valid share elections have had such elections scaled down on a pro rata basis by approximately 96.34% and will receive 0.1002262076 of a new Schneider Electric share per Invensys share. Shareholders will receive the basic offer consideration, which is £3.72 in cash and 0.03 of a new Schneider Electric share, in respect of the balance of their 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.