공시 • Jan 19
Schneider Electric S.E. (ENXTPA:SU) completed the acquisition of 40.86% stake in AVEVA Group plc (LSE:AVV) from from J. Patrick Kennedy and others.
Schneider Electric S.E. (ENXTPA:SU) made an offer to acquire 40.86% stake in AVEVA Group plc (LSE:AVV) from from J. Patrick Kennedy and others for approximately £3.8 billion on September 21, 2022. As of November 11, 2022, the offer price has been increased to £32.25. Under the terms of the Acquisition, AVEVA Shareholders (other than Samos or any other member of the Schneider Electric Group) will be entitled to receive: for each AVEVA Share: £31 in cash. The Consideration payable pursuant to the Acquisition will be fully funded through a new term debt facility arranged by Citibank, N.A. London Branch and Société Générale, underwritten by Citibank Europe and Société Générale and documented by way of a £4.1 billion Bridge Facility Agreement entered into on 20 September 2022 between, among others, Schneider Electric and Société Générale(as facility agent). The AVEVA Independent Committee intends to recommend unanimously that AVEVA Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of an Agreed Offer, to accept or procure acceptance of such Agreed Offer) as the AVEVA Independent Directors who hold AVEVA Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 157,559 AVEVA Shares in aggregate representing approximately 0.05% of AVEVA's total issued share capital. In total, Schneider Electric have received irrevocable undertakings in respect of, in aggregate, 171,059 AVEVA Shares representing approximately 0.06% of AVEVA's total issued share capital. As of November 14, 2022, Schneider has received an irrevocable undertaking to vote in favour of the Scheme from J. Patrick Kennedy in respect of a total of 12,287,823 AVEVA Shares in aggregate and representing approximately 4.1% of the issued share capital. Samos has a majority stake in AVEVA, holding 178,573,525 AVEVA Shares, representing approximately 59.14% of the issued ordinary share capital of AVEVA (as at the close of business on September 20, 2022. Schneider Electric S.E. intends to maintain AVEVA's existing corporate headquarters in Cambridge. Schneider Electric has agreed that AVEVA may implement certain retention arrangements to assist with the retention of employees in connection with the Acquisition. Schneider Electric does not intend to make any material change to the number of AVEVA employees or the balance of skills and functions of AVEVA's employees and management. It is intended that, upon completion of the Acquisition, each of the non-executive members of the board of AVEVA shall resign from their office as a director of AVEVA. The Acquisition is currently intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act and is conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of AVEVA Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number, representing not less than 75% in value, of Scheme Shareholders (or the relevant class or classes thereof) who are present and voting (and who are entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or, in each case, at any adjournment thereof). In addition, the Resolutions implementing the Scheme must be duly passed by 75% or more of the votes cast in person or by proxy at the General Meeting or at any adjournment thereof. It is expected that the Court Meeting and the General Meeting will take place in mid-November 2022. Following the Court Meeting and General Meeting, the Scheme must also be sanctioned by the Court. The Acquisition is subject to the Conditions and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Long-Stop Date: the approval of the Scheme being granted by a majority in number representing not less than 75% in value of Scheme Shareholders (or the relevant class or classes thereof) who are present and voting (and who are entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or, in each case, at any adjournment thereof); the Resolutions required to approve and implement the Scheme being duly passed by 75% or more of the votes cast in person or by proxy at the General Meeting or at any adjournment thereof; certain regulatory approvals as described in Appendix 1 (including a national security clearance in the UK and foreign direct investment approvals, insofar as a filing is deemed necessary, in Germany,France, and Denmark being obtained); following the Court Meeting and the General Meeting and receipt of the required regulatory approvals set out in Appendix 1 and as described above, the Scheme being sanctioned by the Court (with or without modification, but subject to any modification being on terms acceptable to Bidco and AVEVA) at the Court Sanction Hearing; and following the sanction of the Scheme by the Court, a copy of the Scheme Court Order being delivered to the Registrar of Companies for registration. Prior to the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in AVEVA Shares on its Main Market for listed securities and to the FCA to cancel the listing of the AVEVA Shares from the Official List, in each case, to take effect from or shortly following the Effective Date. As of November 25, 2022, AVEVA Group plc shareholders approved the transaction and AVEVA Shareholders voted to approve the Scheme at the Court Meeting. As of December 6, 2022, the transaction has received clearance from the Secretary of State for Business, Energy & Industrial Strategy. The Acquisition is expected to become Effective in the first quarter of 2023, subject to satisfaction (or, where applicable, waiver) of the Conditions. As of December 14, 2022 Court Hearing has been scheduled to be held on January 16, 2023. As of January 16, 2023, the court has approved the acquisition. The Effective Date of the Scheme is expected to be January 18, 2023.
Lazard & Co., Limited, J.P. Morgan Cazenove Limited and Numis Securities Limited acted as financial advisor to AVEVA Group plc. Citigroup Global Markets Limited acted as financial advisor to Schneider Electric S.E. Andy Ryde and Andrew Jolly of Slaughter and May acted as legal advisor to Schneider Electric S.E. (ENXTPA:SU). Freshfields Bruckhaus Deringer LLP acted as legal advisor to AVEVA Group plc. Link Group acted as Registrar to AVEVA Group plc. Herbert Smith Freehills LLP acted as legal advisor to Schneider Electric S.E. Scott C. Hopkins of Skadden, Arps, Slate, Meagher & Flom (UK) LLP represented Davidson Kempner European Partners, LLP (United Kingdom), a major shareholder of AVEVA Group plc.
Schneider Electric S.E. (ENXTPA:SU) completed the acquisition of 40.86% stake in AVEVA Group plc (LSE:AVV) from from J. Patrick Kennedy and others on January 18, 2023.