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Schneider Electric SE — M&A Activity 2021
Nov 29, 2021
1651_iss_2021-11-29_7538e79b-183d-43f5-ac6d-d33f7ee4ef5d.pdf
M&A Activity
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Results of the simplified tender offer initiated by Schneider Electric Industries SAS for the shares of IGE+XAO
Rueil-Malmaison (France), November 29, 2021
Schneider Electric SE (compartment A, ISIN code 0000121972) ("Schneider Electric") announces the results of the simplified tender offer (the "Offer") initiated by its subsidiary Schneider Electric Industries SAS ("SEISAS") for the shares of I.G.E.+X.A.O. SA (compartment B, ISIN code FR0000030827) ("IGE+XAO"), published by the French Autorité des Marchés Financiers (the "AMF") following the closing of the Offer on November 24, 2021.
Following the closing of the Offer, SEISAS directly holds 1,094,733 IGE+XAO's shares, representing 83.93% of IGE+XAO's share capital and 87.68% of its voting rights1 . The offer document prepared by SEISAS to which the AMF has affixed visa no. 21-478 (the "Offer Document") and the result notice published by the AMF today are available on the websites of AMF (www.amf-france.org) and Schneider Electric (www.schneider-electric.com).
In accordance with the intentions set forth in the Offer Document2 , the boards of directors of Schneider Electric and IGE+XAO would have to decide on the implementation of a merger of IGE+XAO into Schneider Electric, which would be submitted to the annual general meetings of these two companies. The merger ratio would in particular be determined on the basis of IGE+XAO's accounts for the financial year ending December 31, 2021.
1 Based on a total of 1,304,381 shares and 2,256,580 theoretical voting rights of IGE+XAO as of October 31, 2021 as published on IGE+XAO's website. Pursuant to Article 223-11 of the AMF General Regulation, the total number of theoretical voting rights is calculated on the basis of all the shares making up the share capital, including shares without voting rights. As of today, taking into account the 4,434 treasury shares held by IGE+XAO and held by assimilation by Schneider Electric in accordance with Article L. 233-9 2° of the French Commercial Code, the number of IGE+XAO's shares not held directly or by assimilation by Schneider Electric group is therefore 205,214 shares, representing 15.73% of IGE+XAO's share capital and 12.12% of its voting rights.
2 See section 1.2.4 of the Offer Document.
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Disclaimer
This press release is for informational purposes only and does not constitute, nor should it be construed as, an offer to sell or subscribe or a solicitation of an offer to buy or subscribe (or any announcement of such an offer or solicitation to come) any financial securities in France, the United States of America (the "United States") or any other jurisdiction. No offer to sell or subscribe for securities or solicitation of an offer to buy or subscribe for securities will be made in France, the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or listing or appropriate qualification under the securities laws of such jurisdiction, and similarly, the dissemination, publication or distribution of this press release in such jurisdictions may be restricted. Persons in possession of this press release should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Schneider Electric will not be liable for any violation of these restrictions by any person.