Schneider Electric, the global leader in digital transformation of energy management and automation, today announced the initial results for its voluntary public takeover offer for all outstanding shares (ISIN: DE000A0Z2XN6) of RIB Software SE (“RIB”). The initial acceptance period expired at midnight (CET) on 22 April 2020.
During the initial acceptance period, the takeover offer has been accepted for 34,586,737 RIB shares. This represents approximately 66.64% of the total share capital and voting rights of RIB (including 15.79% secured through irrevocable undertakings at the time of the publication of the offer document). In addition, on 25 March 2020, Schneider Electric acquired 9.99% in RIB outside the takeover offer. Schneider Electric has thereby concluded the initial offer period with a stake of approximately 76.63% of the total share capital and voting rights of RIB. The minimum acceptance threshold of 50% plus 1 share has thus been exceeded.
According to the German Securities Acquisition and Takeover Act (WpÜG), shareholders of RIB who have not tendered their shares can still accept the offer by tendering their shares within the additional acceptance period, which will commence today and expire at midnight (CET) on 11 May 2020. Schneider Electric will disclose the final number of shares tendered without undue delay following the expiry of the additional acceptance period.
Following completion of the offer and without affecting the independence of RIB, RIB and Schneider Electric may consider initiating a full delisting of the RIB shares from the regulated market of the Frankfurt Stock Exchange. In addition, Schneider Electric would like to reiterate that – irrespective of the current tender result
– it has no intention to enter into a domination and/or profit and loss transfer agreement with RIB.
All regulatory approvals by antitrust authorities have been obtained. The completion of the offer remains only subject to the clearance by the Committee on Foreign Investment in the United States (CFIUS). The completion of the offer is currently expected to take place toward the end of the second quarter of 2020.
The offer document and further information are available at the offer website at www.se-offer.com.
