Proposed takeover
of I.G.E.-X.A.O. by Schneider Electric
Paris and Toulouse, November 8,
2017
Schneider Electric Industries SAS
(SEI SAS), a subsidiary of Schneider Electric, and I.G.E.-X.A.O.
announce today the signing of a memorandum of understanding,
pursuant to which SEI SAS will file with the Autorité des Marchés
Financiers (AMF) a voluntary public tender offer for the shares of
I.G.E.-X.A.O., at the price of 132 Euros per share (with 2016-2017
coupon attached).
Strategic rationale for the
transaction
With more than 80,000 licences
globally, I.G.E.-X.A.O. is a leader in design software for
electrical installations through its CAD (Computer Aided Design),
PLM (Product Life cycle Management) and simulation software. The
company had consolidated revenues of 29.4 million Euros for the
financial year 2016-2017 and an operational margin of 27%.
I.G.E.-X.A.O. is a pure player in
the software segment, with recurring revenues representing
approximately 46% of I.G.E.-X.A.O.'s total revenues.
The transaction aims to reinforce
the software offer of Schneider Electric in a field complementary
to products and solutions supplied for electrical distribution,
creating future synergetic opportunities.
The transaction will strengthen
the digital support for customers and partners of the two groups
and, in addition to the commercial opportunities already offered to
I.G.E.-X.A.O., will accelerate the development of I.G.E.-X.A.O.
While maintaining its operational autonomy within Schneider
Electric, the company will benefit from the support of the leader
in digital transformation of energy management and automation
systems. The transaction will also enhance I.G.E.-X.A.O.'s research
and development activities who will benefit from Schneider
Electric's know-how and its presence in more than 100
countries.
It is intended that Alain Di
Crescenzo, CEO of I.G.E.-X.A.O. and Charles Baudron, CTO of
I.G.E.-X.A.O., will keep their respective positions upon completion
of the transaction and will have additional responsibilities within
Schneider Electric. The executive management team of I.G.E.-X.A.O.
will remain unchanged.
Main Terms of the Transaction
The proposed public tender offer
is made for all outstanding share of I.G.E.-X.A.O. at a price of
132 Euros per share (with coupon 2016-2017 attached).
The proposed price represents a
premium of 15.0% compared to I.G.E.-X.A.O.'s last closing price on
November 7, 2017, and a premium of 41.5% compared to the volume
weighted average share price over 12 months. The transaction meets
Schneider Electric's return criteria, with an expected accretion of
Adjusted EPS in the first year and with an expected return on
capital employed exceeding WACC beyond the third year post
closing.
The offer will be conditional to
SEI SAS holding 2/3 of I.G.E.-X.A.O.'s share capital (plus one
share) at the closing of the offer.
Alain Di Crescenzo, Charles
Baudron, IRDI and Robert Grèzes have executed with SEI SAS an
undertaking to tender their shares to the offer, representing
together 26.78% of the share capital of I.G.E.-X.A.O. I.G.E.-X.A.O.
will not tender its treasury shares to the offer.
I.G.E.-X.A.O.'s board of directors
has unanimously approved the proposed transaction with SEI SAS.
I.G.E.-X.A.O.'s board of directors
has appointed HAF Audit & Conseil, represented by Mr. Olivier
Grivillers, as independent expert.
As part of the reasoned opinion
(avis motivé) that I.G.E.-X.A.O.'s board of
directors should issue in accordance with the stock exchange
regulations, and subject to the independent expert concluding to
the fairness of the offer, I.G.E.-X.A.O.'s board of directors
confirmed its intention to recommend the shareholders to tender
their shares to the offer.
The proposed transaction is
subject to the review of the AMF which will decided whether it
complies with applicable laws and regulations.
Comments
Philippe Delorme, Executive Vice
President for Building (Low Voltage) and IT (Secure Power)
activities at Schneider Electric declared: "This
acquisition will strengthen our capabilities to support our
partners and customers along their digital transformation, in a
fast-changing electric world. We warmly welcome the I.G.E.-X.A.O.'s
teams whose commitment and experience ensure the success of this
joint project."
Alain Di Crescenzo, Chairman and
CEO of I.G.E.-X.A.O., complemented: "This
relationship with Schneider Electric is a great opportunity for our
group and its actors:
- For our customers and partnerships which shall benefit from
an "I.G.E.-X.A.O." stronger, more innovative and more
international, supported by a group present in more than 100
countries;
- For our employees whose integration in a global group of
144,000 employees and representing 25 billion of consolidated
turnover provides new perspectives, both in I.G.E.-X.A.O. and in
Schneider Electric;
- And for our shareholders who, for many of them, have been
accompanying the development of I.G.E.-X.A.O. for many years, and
for whom the Schneider Electric offer rewards a history of 20 years
on the listed stock exchange, which started with a stock price of
7.77 Euros."
About Schneider
Electric
Schneider Electric is leading the
Digital Transformation of Energy Management and Automation in
Homes, Buildings, Data Centers, Infrastructure and Industries. With
global presence in over 100 countries, Schneider is the
undisputable leader in Power Management - Medium Voltage, Low
Voltage and Secure Power, and in Automation Systems. We provide
integrated efficiency solutions, combining energy, automation and
software. In our global Ecosystem, we collaborate with the largest
Partner, Integrator and Developer Community on our Open Platform to
deliver real-time control and operational efficiency. We believe
that great people and partners make Schneider a great company and
that our commitment to Innovation, Diversity and Sustainability
ensures that Life Is On everywhere, for everyone and at every
moment.
www.schneider-electric.com
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ABOUT THE IGE+XAO
GROUP
For over 30 years, the IGE+XAO Group has been a software publisher
designing, producing, selling and supporting a range of Computer
Aided Design (CAD), Product Lifecycle Management (PLM) and
Simulation software dedicated to Electrical Engineering. These
software products have been designed to help manufacturers in the
design and maintenance of the electrical part of any type of
installation. This type of CAD/PLM/Simulation is called "Electrical
CAD/PLM/Simulation". IGE+XAO has built a range of Electrical
CAD/PLM/Simulation software designed for all the manufacturers.
IGE+XAO employs 390 people around the world at 33 sites and in 22
countries, and has more than 86,400 licences distributed around the
world. IGE+XAO is a reference in its field. For more information:
http://www.igexao.com
This press
release has been released on November 8th, 2017, at 8:00 AM
This press release was prepared
for informational purpose only. It is not an offer to the public
and it is not for diffusion in any other country than France. The
diffusion of this press release, the Offer and its acceptance may
be subject to specific regulations or restrictions in certain
countries. The Offer is not made for persons subject to such
restrictions, neither directly nor indirectly, and may not be
accepted in any way from a country where the Offer would be subject
to such restrictions. Consequently, persons in possession of this
press release shall inquire about potential applicable local
restrictions and comply with them. Schneider Electric excludes all
liability in the event of any breach of the applicable legal
restrictions by any person.
Proposed takeover of I.G.E.-X.A.O.
by Schneider Electric
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The issuer of this announcement warrants that they are solely
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information contained therein.
Source: IGE+XAO via Globenewswire