- Amended tender offer statement by Third Party (SC TO-T/A)
August 29 2011 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment
No. 8)
TELVENT GIT, S.A.
(Name of Subject Company (Issuer))
SCHNEIDER
ELECTRIC ESPAÑA, S.A.U.
(Offeror)
an indirect wholly owned subsidiary of
SCHNEIDER
ELECTRIC SA
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Ordinary
Shares, 3.00505 nominal value per share
(Title of Class of Securities)
E90215109
(CUSIP Number of Class of Securities)
Peter Wexler
General Counsel and Senior Vice President
Schneider Electric SA
35 rue Joseph Monier
92500 Rueil Malmaison France
Telephone: +33 (0) 1 41 29 70 00
(Name, Address and Telephone Number of Person Authorized
to Receive
Notices and Communications on Behalf of Filing Persons)
Copy To:
Paul S. Bird, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 909-6000
CALCULATION OF
FILING FEE
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Transaction
Valuation (1)
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Amount of
Filing Fee (2)
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$1,363,766,360
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$158,333.27
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(1)
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The transaction valuation is an estimate calculated solely for purposes of calculating the amount of the filing fee. The transaction valuation was calculated by
multiplying the offer price of $40.00 per share (the
Offer Price
) by 34,094,159, the number of authorized and issued ordinary shares, 3.00505 nominal value per share (
Shares
), of Telvent GIT, S.A.
(
Telvent
).
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(2)
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The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year
2011, issued April 30, 2010, by multiplying the transaction valuation by .00011610.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $158,333.27
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Filing Party: Schneider Electric SA
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Form or Registration No.: SC TO-T
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Date Filed: June 21, 2011
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
¨
This Amendment No. 8 (this
Amendment No. 8
) amends and
supplements the Tender Offer Statement on Schedule TO (the
Schedule TO
) originally filed with the U.S. Securities Exchange Commission on June 21, 2011, as amended and supplemented by Amendment No. 1 filed on July 1,
2011, Amendment No. 2 filed on July 7, 2011, Amendment No. 3 filed on July 20, 2011, Amendment No. 4 filed on August 3, 2011, Amendment No. 5 filed on August 10, 2011, Amendment No. 6 filed on
August 24, 2011 and Amendment No. 7 filed on August 24, 2011 by Schneider Electric España, S.A.U., a
sociedad anónima unipersonal
organized under the laws of the Kingdom of Spain (
Offeror
) and
an indirect wholly owned subsidiary of Schneider Electric SA, a
société anonyme
organized under the laws of the Republic of France (
Schneider Electric
) and Schneider Electric, relating to the offer by Offeror
to purchase all of the authorized and issued ordinary shares, 3.00505 nominal value per share (each, a
Share
and, collectively, the
Shares
), of Telvent GIT, S.A., a
sociedad anónima
organized
under the laws of the Kingdom of Spain (
Telvent
), at a purchase price of $40.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 21, 2011 (as amended on July 1, 2011, July 7, 2011, July 20, 2011, August 3, 2011, August 10, 2011 and August 24, 2011, the
Offer to
Purchase
) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the
Offer
), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A)
and (a)(1)(B), respectively.
All capitalized terms used in this Amendment No. 8 without definition have the meanings
ascribed to them in the Schedule TO.
The information in the Offer to Purchase, including all schedules and annexes to the
Offer to Purchase, and the related Letter of Transmittal is incorporated in this Amendment No. 8 by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the
extent specifically provided in this Amendment No. 8.
Item 11.
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Additional Information
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The Offer to Purchase and Item 11(a)(2), (a)(3) of the Schedule TO, to the extent Item 11 incorporates by reference the information contained in the Offer to Purchase, are hereby amended and
supplemented as set forth below:
Section 16 Legal Matters; Required Regulatory Approvals of the Offer
to Purchase is hereby amended and supplemented by adding the following as a new paragraph immediately following the final paragraph under the heading Other Foreign Antitrust Compliance.:
The Serbian Commission has concluded its review and issued a decision approving the purchase of Shares in the Offer. Accordingly,
the condition to the Offer relating to the receipt of regulatory approvals or clearances required or advisable in connection with the transactions contemplated by the Transaction Agreement (described in the second bullet point in Section 15
Conditions of the Offer) has been satisfied.
Item 12 of the Schedule TO is amended and supplemented by adding the following:
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(a)(5)(K)
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Press Release Issued by Schneider Electric SA, dated August 29, 2011.
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2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 29, 2011
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SCHNEIDER ELECTRIC SA
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By:
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/
S
/ P
ETER
W
EXLER
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Name:
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Peter Wexler
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Title:
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Senior Vice President & General Counsel
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SCHNEIDER ELECTRIC ESPAÑA, S.A.U.
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By:
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/
S
/ E
LENA
G
ONZÁLEZ
-A
NTA
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Name:
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Elena González-Anta
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Title:
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Chief Legal Counsel
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase dated June 21, 2011.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(5)(A)
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Press Release Issued by Schneider Electric SA, dated June 1, 2011, (incorporated in this Schedule TO by reference to Exhibit 99.1 of the Schedule TO-C filed by Offeror and Schneider
Electric SA on June 1, 2011).
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(a)(5)(B)
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Schneider Electric SA presentation for investor/analyst conference call, dated June 1, 2011 (incorporated in this Schedule TO by reference to Exhibit 99.2 of the Schedule TO-C filed
by Offeror and Schneider Electric SA on June 1, 2011).
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(a)(5)(C)
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Transcript of Schneider Electric SA Investor and Analyst Conference Call held on June 1, 2011 (incorporated in this Schedule TO by reference to Exhibit 99.2 of the Schedule
TO-C filed by Offeror and Schneider Electric SA on June 2, 2011).
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(a)(5)(D)
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Form of Summary Advertisement as published on June 21, 2011 in The Wall Street Journal. *
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(a)(5)(E)
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Press Release Issued by Schneider Electric SA, dated June 30, 2011. **
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(a)(5)(F)
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Press Release Issued by Schneider Electric SA, dated July 20, 2011. ***
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(a)(5)(G)
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Press Release Issued by Schneider Electric SA, dated August 3, 2011. ****
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(a)(5)(H)
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Press Release Issued by Schneider Electric SA, dated August 10, 2011. *****
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(a)(5)(I)
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Press Release Issued by Schneider Electric SA, dated August 23, 2011.******
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*
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Previously filed with the Schedule TO on June 21, 2011.
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**
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Previously filed with Amendment No. 1 to the Schedule TO on July 1, 2011.
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***
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Previously filed with Amendment No. 3 to the Schedule TO on July 20, 2011.
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****
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Previously filed with Amendment No. 4 to the Schedule TO on August 3, 2011.
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*****
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Previously filed with Amendment No. 5 to the Schedule TO on August 10, 2011.
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******
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Previously filed with Amendment No. 6 to the Schedule TO on August 24, 2011.
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4
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(a)(5)(J)
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Press Release Issued by Schneider Electric SA, dated August 24, 2011.*******
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(a)(5)(K)
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Press Release Issued by Schneider Electric SA, dated August 29, 2011.
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(b)(1)
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1,100,000,000 Multicurrency Revolving Credit Facility Agreement, dated as of February 16, 2011, by and among Schneider Electric SA, as borrower, Société
Générale, as facility agent, Banco Santander, S.A., Banc of America Securities Limited, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Crédit Agricole Corporate & Investment Bank, Deutsche Bank AG, London Branch, HSBC
France, J.P. Morgan plc, Natixis, The Royal Bank of Scotland plc and Société Générale Corporate & Investment Banking, as mandated lead arrangers and bookrunners, the financial institutions listed in Schedule 1
thereto and each other bank or financial institution party thereto from time to time. ***
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(d)(1)
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Transaction Agreement, dated as of May 31, 2011, by and among Schneider Electric SA, Schneider Electric España, S.A.U. and Telvent GIT, S.A (incorporated in this Schedule TO
by reference to Exhibit 4.1 to the Schedule 13D filed by Offeror and Schneider Electric SA on June 10, 2011).
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(d)(2)
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Irrevocable Undertaking Agreement, dated May 31, 2011, by and among Schneider Electric SA, Schneider Electric España, S.A.U. , Abengoa, S.A., Siema, A.G. and Telvent
Corporation, S.L. (incorporated in this Schedule TO by reference to Exhibit 4.2 to the Schedule 13D filed by Offeror and Schneider Electric SA on June 10, 2011).
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(d)(3)
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Irrevocable Undertaking Agreement, dated May 31, 2011, by and among Schneider Electric SA, Schneider Electric España, S.A.U., and Mr. Ignacio González
Dominguez (incorporated in this Schedule TO by reference to Exhibit 4.3 to the Schedule 13D filed by Offeror and Schneider Electric SA on June 10, 2011).
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(d)(4)
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Irrevocable Undertaking Agreement, dated May 31, 2011, by and among Schneider Electric SA, Schneider Electric España, S.A.U., and Mr. Manuel Sánchez Ortega
(incorporated in this Schedule TO by reference to Exhibit 4.4 to the Schedule 13D filed by Offeror and Schneider Electric SA on June 10, 2011).
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(g)
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Not applicable.
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(h)
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Not applicable.
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*******
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Previously filed with Amendment No. 7 to the Schedule TO on August 24, 2011.
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5
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