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.