Rueil Malmaison, France and Sydney, Australia, January 25, 2006 - Schneider Electric’s (Euronext: SCHN) main Australian subsidiary, Schneider Electric Australia Holdings Pty Limited and Citect Corporation Limited (ASX: CTL) have today signed an agreement to amend the Merger Implementation Agreement of 19th October 2005. Citect generated revenues of €38.2 million in 2004 and had 350 employees.
Under this revised proposal, the consideration payable to Citect shareholders will be increased to AU$1.85 per share plus the special dividend of AU$0.05, subject to the Share scheme becoming effective, as set out in the transaction details section below. This amended proposal follows the competing takeover bid for Citect made by a subsidiary of the US-based Private Equity Fund Thoma Cressey Equity Partners, Inc. on 6th January 2006.
The increased consideration reflects the improvement in Citect recent results, as per its third quarter announcement and updated earnings guidance released in October 2005, and Schneider Electric’s confidence in its ability to leverage the integration of Citect’s SCADA and MES software suite as a core component of its present Industrial Automation offer, and to capture growth opportunities with an integrated solution approach.
Schneider Electric expects that the acquisition of Citect will still meet its Return on Capital Employed criteria.
Schneider Electric has received all required regulatory approvals in order for the transaction to proceed, subject to Citect shareholders approving the scheme of arrangement and final Court approval.
The board of directors of Citect has unanimously approved the amendment to the Merger Implementation Agreement and has therefore resolved to recommend the scheme of arrangement to shareholders and optionholders (in the absence of a superior offer).
As required under Australian law, this transaction requires approval by an Australian court and by a vote of Citect’s shareholders by a majority which requires at least 75% of votes cast in favour as well as the satisfaction of a number of customary conditions precedent.
Under the terms of the amended Merger Implementation Agreement, Schneider Electric Australia Holdings Pty. Ltd. will pay AU$1.85 in cash for each issued ordinary share of Citect. Prior to the completion of the transaction, Citect will pay a cash dividend of AU$0.05 per share. Under the Option scheme, holders of Citect’s options will now be paid AU$0.045, AU$0.067, and AU$0.101 for the options issued under plans expiring on 20 September 2006, 30 May 2007 and 11 June 2007 respectively.
Notice to Citect Shareholders
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities.
Citect shareholders are urged to refer to the scheme booklet and the additional information supplementing that scheme booklet relating to the proposed transaction and any other relevant materials that become available as they will contain important information. Supplementary material will be made available to Citect shareholders at no expense to them, and will be available at no charge on the Australian Stock Exchange's website at http://www.asx.com.au/.
Statements about the expected timing and scope of the acquisition and all other statements in this announcement other than historical facts are forward-looking statements. Forward-looking statements include information about possible or assumed future financial results and usually contain words such as "believes," "intends," "expects," "anticipates," "estimates", or similar expressions. These statements are subject to risks and uncertainties that may change at any time, and, therefore, actual results may differ materially from expected results due to a variety of factors, including but not limited to, the satisfaction of the conditions to completion of the proposed transaction, as well as the additional factors which are reflected in the annual reports of Schneider Electric for the year ended December 31, 2004 and the annual report of Citect for the year ended December 31, 2004, as well as in their more recent filings with the French and the Australian Stock Exchange. We caution investors not to place undue reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements, risks or reasons. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Citect is the leading, independent global provider of industrial automation, real-time intelligence and next generation manufacturing execution systems (MES). Leveraging open technologies, CitectHMI/SCADA and Ampla connect to multiple plant and business systems. Citect’s products are complemented by professional services, customer support and training, and sold in numerous industries including mining, metals, food and beverage, manufacturing, facilities, water, gas pipelines, power distribution and pharmaceuticals.
Citect is headquartered in Sydney Australia, has 19 offices in Oceania, South-East Asia, China and Japan, North and South America, Europe, Africa and the Middle-East, and its products are distributed in more than 50 countries worldwide.
About Schneider Electric
Schneider Electric is the world's power and control leader. Through its world-class brands, Merlin Gerin, Square D and Telemecanique, Schneider Electric manufactures and markets a comprehensive range of products and services for the residential, buildings, industry, energy and infrastructure markets. Schneider Electric has 85,000 employees worldwide, operations in 130 countries and recorded sales of €10.4 billion in 2004 through the 13,000 sales outlets of its distributors.
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