Disclosure of an inside information pursuant to Article 17 of the Regulation (EU) No 596/2014
- Announcement of a public takeover offer by Schneider Electric
- Conclusion of a Business Combination Agreement
Schneider Electric announces voluntary public takeover offer based on a Business Combination Agreement with RIB
Stuttgart, Germany, 13 February 2020. RIB Software SE ("RIB SE" or the "Company") today entered into a business combination agreement with Schneider Electric SE, which has its corporate seat in Rueil Malmaison, France ("Schneider Electric"), and Rheingoldhöhe 50. V V AG (to be renamed into Schneider Electric Investment AG) (the "Bidder"), an indirect wholly-owned subsidiary of Schneider Electric. In accordance with the business combination agreement, the Bidder today announced its decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of RIB SE for the acquisition of all outstanding shares of RIB SE for a cash consideration of EUR 29.00 per RIB share. The offer price includes a premium of 40.6 % on the XETRA closing price of 12 February 2020.
The administrative board of RIB SE, which has approved the conclusion of the business combination agreement, welcomes the announced takeover offer and supports it within the framework of its legal obligations and subject to a review of the offer document to be published by the Bidder. Following publication of the offer document by the Bidder, the administrative board of RIB SE will publish a reasoned statement on the takeover offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
Schneider Electric will support the growth strategy of RIB SE. The conclusion of a domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Ergebnisabführungsvertrag) is currently not planned.
The takeover offer will provide for a minimum acceptance threshold of 50% (plus one RIB share) of the total share capital of the Company and will be subject to the granting of merger control clearance and other regulatory approvals as well as further customary conditions.
In connection with the takeover offer, RIB SE has undertaken to postpone the annual general meeting which has been scheduled for 13 May 2020 until the end of June 2020, i.e. until a date which is expected to be after the settlement of the public takeover offer. The administrative board of the Company will propose to the annual general meeting a dividend of EUR 0.12 per RIB share for the financial year ending on 31 December 2019.
The managing directors of the Company Thomas Wolf and Michael Sauer, as well as their wives, and the managing director Mads Bording Rasmussen have irrevocably undertaken towards the Bidder to tender half of the RIB shares held by them, i.e. a total of 4,740,530 RIB shares, into the takeover offer. This corresponds to approximately 9.13 % of the share capital of RIB SE. In addition, the Company has undertaken towards the Bidder to tender 3,453,385 treasury shares held by the Company into the takeover offer. This corresponds to approximately 6.65 % of the share capital of RIB SE.
With regard to the remainder, i.e. in the amount of further 9.13% of the share capital of RIB SE, Thomas Wolf and Michael Sauer, as well as their wives, and Mads Bording Rasmussen will remain shareholders of the Company for the time being. They have entered into a shareholders' agreement with the Bidder today which is subject to the completion of the takeover offer. At shareholders' meetings to be held after completion of the takeover offer, they will consult with the Bidder regarding the voting rights from the RIB shares held by them and will jointly exercise their voting rights. Furthermore, the voting rights from these shares will, in principle, be exercised in accordance with the Bidder's instructions. In addition, Thomas Wolf and Michael Sauer, as well as their wives, and Mads Bording Rasmussen have the option, under the agreements with the Bidder, to sell the remaining RIB shares amounting to approximately 9.13% of the share capital of RIB SE to the Bidder at a later point in time.
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