Schneider Electric acquires APC

October 31, 2006 -- The merger transaction is valued at approximately $6.1 billion.

Oct 31st, 2006

October 31, 2006 -- American Power Conversion Corp. (APC), a provider of power availability platforms, and Schneider Electric SA (www.schneider-electric.com), a provider of electrical distribution, industrial control and automation platforms, have announced a definitive merger agreement under which Schneider will acquire all outstanding shares of APC (www.apc.com) for $31 per share in cash.

The aggregate transaction value is approximately $6.1 billion, according to a press release. The companies say the combined businesses will form a global leader in both single-phase and three-phase uninterruptible power supply (UPS) systems, as well as a preeminent provider of integrated systems for IT and data center applications.

"This transaction provides APC stockholders with an immediate and substantial cash premium for their investment in the company," comments Rob Johnson, APC's president and CEO. "Upon completion of the transaction, APC will become part of Schneider Electric, with greater resources to accomplish our long-term plans, which will be favorable for our employees, customers, business partners and suppliers worldwide. Both companies have a dedication to innovation and customer service that make our combined enterprise an even stronger, more competitive player in the industry."

The transaction, which is expected to close in the first quarter of 2007, is subject to approval by APC shareholders and other customary conditions. APC's board of directors has approved the transaction, and intends to recommend to APC's shareholders that they approve the transaction. APC's shareholders are expected to vote on the transaction in early 2007. Approval from Schneider Electric's shareholders is not required.

"This transaction is a tremendous opportunity for growth and for both companies, together, to provide unique, differentiated solutions to our combined customers," remarks Jean-Pascal Tricoire, CEO of Schneider Electric. "We look forward to welcoming APC to the Schneider Electric family."

Goldman, Sachs & Co. served as financial advisor to APC, and Clifford Chance US LLP served as its legal advisor. Lazard Frères and Merrill Lynch served as financial advisors to Schneider Electric, and Cravath, Swaine & Moore LLP served as its legal advisor.


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