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Investor Q&A Schneider Electric takeover offer

Dear Shareholders,
In the following, we comment on questions that are posed to us frequently.

1. Schneider Electric announced a public takeover offer of RIB Software. What happens now?

A public tender offer in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) is a process comprising several steps. Regarding Schneider Electric’s offer for RIB Software, the process currently looks as follows:

Step 1: Announcement of public tender offer

On February 13, 2020, Schneider Electric announced its intention to launch a voluntary public tender offer for RIB Software SE.

Step 2: Submission to / review by BaFin

On March 9, 2020, Schneider Electric submitted the offer document to the Federal Financial Supervisory Authority (“BaFin”), who will review and approve the offer document.

Step 3: Publication of offer document

Following approval by BaFin, Schneider Electric will publish the offer document which, based on statutory time periods provided for in the WpÜG, will be around March 20, 2020. The offer is subject to market-standard conditions defined by Schneider Electric. This means that the offer is valid only if these conditions are met. Among other things, the offer is subject to a minimum acceptance threshold of 50 percent plus 1 share. This means that if not enough RIB Software shareholders tender their shares until the end of the acceptance period, the offer will fail. The offer will not be subject to any market material adverse change condition (Market MAC).

Step 4: Acceptance period

The acceptance period begins with the publication of the offer document. During this time, RIB Software shareholders must decide whether or not they wish to accept the offer.

If the desired minimum acceptance threshold of 50 percent plus 1 share is reached by the end of the acceptance period, the remaining shareholders have another two weeks to tender their shares into the offer. Only at the end of this period, the total stake acquired by Schneider Electric will be known.

Reasoned Statement by RIB Software

Once the offer document has been published, the Managing Directors and the Administrative Board of RIB Software are legally obliged to deliver a reasoned statement (Begründete Stellungnahme) on the offer. When they have completed a thorough review of all details, they will make a statement as to whether the offer is appropriate and whether they would recommend to the shareholders of RIB Software to accept the offer. This statement is made within two weeks of publication of the offer document.

RIB Software has already entered into a business combination agreement with Schneider Electric, and its Administrative Board welcomes and supports the offer. Subject to the review of the formal offer document, the Administrative Board of RIB Software intends to recommend RIB Software shareholders to accept the offer.

Step 5: Closing

Completion of the transaction, known as closing, is subject to regulatory approvals by antitrust authorities and the Committee on Foreign Investment in the United States and can take several more weeks. Closing is currently expected to take place towards the end of Q2 2020.

2. Why should I accept the offer and tender my shares?
  • Schneider Electric is convinced that it has provided a compelling offer to RIB Software shareholders.
     
  • The offer price of €29 per share represents an attractive premium of 41% on the last closing price before announcement and a premium of 37% on the last three months volume-weighted average price prior to announcement.
     
  • Furthermore, the offer is fully supported by the Administrative Board of RIB Software, subject to review of the offer document.
3. When does the acceptance period start and how long will I be able to tender my shares?
  • The acceptance period of the tender offer will begin following approval of the offer document by BaFin. This is expected to take place around March 20, 2020.
     
  • Once the acceptance period started, RIB Software’s shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to the formal end of the acceptance period which is expected to be in April 2020.
4. What do I have to do to tender my shares?
  • Shareholders can tender their shares during the acceptance period, starting with the publication of the offer document.
     
  • Shareholders who wish to accept the offer should then contact their custodian bank or other custodian investment service provider with any questions they may have regarding acceptance of the offer and the technical aspects of settlement. Those banks and service providers will be separately informed about the modalities for acceptance and settlement of the offer via Wertpapier-Mitteilungen (specialist institution for the entire securities industry) and are required to inform customers who hold RIB Software shares in their securities deposit accounts about the offer and the steps required to accept it.
     
  • If shareholders want to accept the offer, they
    • give a declaration of acceptance of the offer in written or text form vis-à-vis their own custodian investment service provider, and
    • instruct their custodian bank to effect the booking of the RIB Software shares which are held in their securities deposit account into a new ISIN that will be named in the offer document.
       
  • Declarations of Acceptance not received by the respective custodian bank within the Acceptance period, or received but erroneously or incompletely filled out, will not be regarded as acceptance of the Offer and do not entitle the respective RIB Software shareholder to receive the offer consideration.
     
  • Further information on the acceptance of the offer can be found in the offer document which is expected to be published around March 20, 2020.
5. Can the offer be accepted beyond the acceptance period?
  • If the minimum acceptance threshold of at least 50 percent plus 1 share is not reached during the acceptance period, the offer will lapse and RIB Software shareholders will not be able to accept the offer anymore.
     
  • Provided that the minimum acceptance threshold is reached at the expiry of the acceptance period and that none of the offer conditions have definitively lapsed until then except if such condition has been validly waived in advance, there is the possibility of accepting the offer during the so-called “additional acceptance period”.
     
  • After the end of the additional acceptance period, the offer cannot be accepted anymore.
     
  • Further information on the additional acceptance period will be available in the offer documents, once it is published.
6. What happens if shareholders do not accept the offer?

Shareholders who do not accept the offer remain shareholders of RIB Software. If the minimum acceptance threshold of 50 percent plus 1 share is not reached, the takeover fails. In this case, shareholders who have already tendered their shares to Schneider Electric will not receive the offer price of EUR 29.00 per share and the tendered shares will be re-booked into the original ISIN of RIB Software.

7. When do I receive the documents regarding the offer? Where do I get them from?
  • The offer document is expected to be published around March 20, 2020. It will be available, inter alia, on the deal website at https://www.se-offer.com/ and on the RIB Website under takeover offer.
     
  • After publication of the offer document, the custodian banks will be informed of the offer via Wertpapier-Mitteilungen (specialist institution for the entire securities industry). Based on this publication, RIB Software shareholders will be contacted by their custodian bank in this matter and should receive the relevant information and respective documents and forms directly from their custodian bank.

Last Update: 11.03.2020

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