Schneider Electric Waives Condition; Tender Offer for Shares of BEI Technologies, Inc. Extended
27 Septembre 2005 - 5:22PM
PR Newswire (US)
RUEIL-MALMAISON, France, Sept. 27 /PRNewswire/ -- Schneider
Electric SA (Euronext: SCHN) today announced that Beacon Purchaser
Corporation's offer to purchase all of the outstanding shares of
common stock of BEI Technologies, Inc. (NASDAQ:BEIQ) at a price of
$35.00 per share is being amended to reflect the waiver of a
condition to the offer relating to the receipt by BEI of certain
confirmations from the Defense Security Service of the U.S.
Department of Defense. This condition was the sole remaining
regulatory condition to the offer, though certain other conditions
remain. Beacon Purchaser Corporation is an indirect wholly owned
subsidiary of Schneider Electric. Schneider Electric also announced
that, in light of this waiver and pursuant to federal securities
regulations, the offer has been extended until midnight, New York
City time, on Monday, October 3, 2005. BEI has consented to the
foregoing extension. Assuming that the remaining conditions to the
offer, including the minimum condition, are satisfied at the time
of such expiration, Schneider Electric expects that it will
promptly accept for payment all shares then tendered. The tender
offer had previously been scheduled to expire at 5:00 p.m., New
York City time, on Wednesday, September 28, 2005 and is being
extended at this time to permit an earlier closing than would have
been permitted if the extension had been delayed until following
the current expiration date. Schneider Electric noted that
accordingly the following tender results, which reflect lower
tender results than at the last extension of the offer, should be
considered in the context that some shareholders may have been
waiting to tender their shares on the day of the scheduled
expiration of the offer. Schneider Electric has been advised by
American Stock Transfer & Trust Company, the depositary for the
tender offer, that as of 5:00 p.m., New York City time, on Monday,
September 26, 2005, stockholders of BEI had tendered into the
tender offer 10,059,500 shares of BEI common stock, which represent
approximately 66.9% of BEI's outstanding common stock. AST has also
advised Schneider Electric that there are no outstanding notices of
guaranteed delivery. In addition, 301,104 shares of restricted
stock have also been deposited with the Depositary. These
restricted shares are not included in the foregoing totals, as they
may not be validly tendered in the tender offer and may only be
purchased in a subsequent offering period or acquired through the
merger. The terms of the extended tender offer are identical to the
terms of the original tender offer, as set forth in the offering
materials filed with the Securities and Exchange Commission, except
with respect to the extended expiration date of the tender offer.
The terms and conditions of the tender offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related
materials filed by Schneider Electric and Beacon Purchaser with the
SEC. Requests for documents may be directed to Mackenzie Partners,
Inc., the information agent for the tender offer, at 800-322-2885.
American Stock Transfer & Trust Company is acting as depositary
for the tender offer. The dealer manager for the tender offer is
Merrill, Lynch, Pierce, Fenner & Smith Incorporated. Notice To
Investors This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
statement filed with the SEC on Schedule TO (including the Offer to
Purchase, Letter of Transmittal and other offer documents), the
Solicitation/Recommendation Statement filed with the SEC on
Schedule 14D-9 and the amendments to those documents contain
important information that should be read carefully before any
decision is made with respect to the tender offer. Those materials
are available to BEI Technologies, Inc. stockholders at no expense
to them. In addition, all of those materials (and all other offer
documents filed with the SEC) are available at no charge on the
SEC's Website at http://www.sec.gov/ or by contacting Mackenzie
Partners, the information agent, at 800-322-2885. About Schneider
Electric Schneider Electric is the world's Power & 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 euro 10.4 billion in 2004 through
the 13,000 sales outlets of its distributors. Schneider Electric:
Give the best of the New Electric World to everyone, everywhere, at
any time http://www.schneider-electric.com/ DATASOURCE: Schneider
Electric SA CONTACT: Investor Relations - Schneider Electric,
Alexandre Brunet, +33-0-1-41-29-70-71, fax +33-0-1-41-29-71-42;
Media contact - Schneider Electric, Veronique Moine,
+33-0-1-41-29-70-76, fax +33-0-1-41-29-71-95; Media contact - DGM,
Michel Calzaroni, or Olivier Labesse, +33-0-1-40-70-11-89, fax
+33-0-1-40-70-90-46 Web site: http://www.schneider-electric.com/
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