27 Dec 2017 07:00
27 December 2017
AVEVA GROUP PLC
Combination of AVEVA and the Schneider Electric industrial software business: update re clearances and expected timetable to closing
The Board of AVEVA Group Plc ("AVEVA" or the "Company") provides the following update on the progress of the proposed Combination of AVEVA and the Schneider Electric industrial software business. Defined terms used in this announcement shall have the meaning given to them in the Prospectus published by the Company on 5 September 2017 (the "Prospectus").
The review procedure of the Committee on Foreign Investments in the United States ("CFIUS") is still ongoing and has now moved on to Phase II. Phase II should be no longer than 45 calendar days and therefore, assuming the full period is required and approval is granted, clearance is expected to be received on or around 9 February 2018, with Completion of the Combination occurring at the end of February 2018. AVEVA and Schneider Electric will provide an update to the extent clearance is received any earlier.
Enquiries:
AVEVA Group plc
Matt Springett, Head of Investor Relations
Tel: 01223 556 655
FTI Consulting LLP
Edward Bridges / Dwight Burden
Tel: 020 3727 1000
IMPORTANT NOTICES:
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as lead financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, or any the Combination or any statement contained herein.
Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as corporate broker, sponsor and financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Numis nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis, in connection with this announcement, or the Combination or statement contained herein.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by AVEVA, Lazard and/or Numis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the AVEVA Group or Schneider Electric since the date of this announcement or that the information in it is correct as at any subsequent date.
This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.
This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the
laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than
the United Kingdom will need to inform themselves about, and observe any, applicable requirements.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Neither the content of AVEVA nor Schneider Electric website, nor any website accessible by hyperlinks on AVEVA or Schneider Electric website is incorporated in, or forms part of, this announcement.