BEI Technologies Enters Into Agreement to Be Acquired by Schneider Electric
July 22 2005 - 1:05AM
PR Newswire (US)
BEI Technologies Enters Into Agreement to Be Acquired by Schneider
Electric SAN FRANCISCO, July 22 /PRNewswire-FirstCall/ -- BEI
Technologies, Inc. (NASDAQ:BEIQ) and Schneider Electric SA
(Euronext: SCHN) today announced that they have reached a
definitive agreement for Schneider Electric to acquire all of the
outstanding shares of BEI for US$35.00 per share in cash. The
transaction values BEI at approximately US$562 million, including
net financial debt of approximately US$29 million, and has been
approved by the boards of directors of both companies. Under the
terms of the agreement, an indirect wholly-owned acquisition
subsidiary of Schneider Electric will commence a tender offer to
acquire all of the issued and outstanding shares of BEI for a price
of US$35.00 per share in cash. Subsequent to the successful
completion of the tender offer, any remaining shares of BEI will be
acquired in a cash merger at a price of US $35.00 per share, as a
result of which Schneider Electric's wholly-owned acquisition
subsidiary will merge with and into BEI. The consideration for the
shares tendered in the tender offer will be paid in cash promptly
upon the acceptance for payment of shares tendered following the
satisfaction of the conditions to the tender offer. The tender
offer will be subject to customary conditions, including the tender
of shares that constitutes a majority of the shares of BEI on a
fully diluted basis. The acceptance by the acquisition subsidiary
for payment of shares tendered in the tender offer is subject to
certain conditions, including regulatory approvals and other
customary conditions. Charles Crocker, Chairman and CEO of BEI,
commented: "We believe that the combination of BEI and Schneider
Electric will further strengthen BEI's platform and create
significant new opportunities to accelerate sales and marketing,
technology, research and development, and expansion of
sensors-based products in the marketplace." Henri Lachmann,
Chairman and CEO of Schneider Electric, commented: "This
acquisition of a leading sensors specialist with strong brand names
and excellent reputation for innovation and performance is a
breakthrough for our customized sensors platform. BEI brings us
outstanding competencies and significant potential for
cross-fertilization with Crouzet and Kavlico. We are confident that
our platform will now benefit from critical size and have the
ability to set the standards in the attractive customized sensors
market." Transaction Support Shareholders of BEI holding
approximately 20% of the outstanding shares (including Charles
Crocker) have entered into transaction support agreements with
Schneider Electric and agreed to tender their shares in the
proposed tender offer and to otherwise support the transaction.
Notice Regarding Tender Offer Materials THIS ANNOUNCEMENT IS
NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL
SECURITIES OF BEI. THE TENDER OFFER FOR THE OUTSTANDING SHARES OF
BEI COMMON STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT COMMENCED.
AT THE TIME THE OFFER IS COMMENCED, THE ACQUISITION SUBSIDIARY OF
SCHNEIDER ELECTRIC WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE
TO AND BEI WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WITH RESPECT TO THE OFFER WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE HOLDERS OF SECURITIES IN BEI SHOULD
CAREFULLY READ EACH OF THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY
BECOME AVAILABLE, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
TENDER OFFER. BEI WILL MAKE THOSE MATERIALS AVAILABLE TO HOLDERS OF
SECURITIES IN BEI AT NO EXPENSE TO SUCH HOLDERS. IN ADDITION, ALL
OF THOSE MATERIALS (AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION) WILL BE AVAILABLE AT NO CHARGE
ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov/ . IN ADDITION, STOCKHOLDERS WILL BE ABLE TO
OBTAIN A COPY OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) FROM
SCHNEIDER ELECTRIC BY CONTACTING SCHNEIDER ELECTRIC AT 43-45, bd.
Franklin Roosevelt B.P. 236 92504 Rueil Malmaison Cedex, France,
ATTENTION INVESTOR RELATIONS, OR FROM BEI AT ONE POST STREET, SAN
FRANCISCO, CA 94104, ATTENTION: INVESTOR RELATIONS. Forward-looking
statements Statements about the expected timing and scope of the
acquisition, and all other statements in this release other than
historical facts are forward-looking statements. Forward-looking
statements include information about possible or assumed future
results and usually contain words such as "believes," "intends,"
"expects," "anticipates," "estimates", or similar expressions.
These statements are subject to risks and uncertainties that may
change at any time, and, therefore, actual results may differ
materially from expected results due to a variety of factors,
including, but not limited to, the satisfaction of the conditions
to closing of the tender offer. Investors are cautioned not to
place undue reliance on the forward-looking statements contained in
this press release. These statements speak only as of the date of
this press release, and we undertake no obligation to update or
revise the statements, risks or reasons. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement. About BEI Technologies, Inc. BEI
Technologies, Inc. is an established manufacturer of electronic
sensors, motors, actuators, rotary optical encoders, linear
encoders with associated digital readouts (DROs), and motion
control products used for factory and office automation, medical
equipment, military, aviation and space systems. In addition, sales
to manufacturers of transportation equipment, including
automobiles, trucks and off-road equipment, have become a
significant addition to BEI's business in recent years. BEI also
manufactures electronic steering wheel position sensors,
seat-memory modules, throttle position sensors, inertial navigation
systems, and other devices used in transportation systems. About
Schneider Electric Schneider Electric describes itself as the
world's Power & Control leader. Through its world-class brands,
Merlin Gerin, Square D and Telemecanique, Schneider Electric
manufactures and markets a comprehensive range of products and
services for the residential, buildings, industry, energy and
infrastructure markets. Schneider Electric has 85,000 employees
worldwide, operations in 130 countries and recorded sales of euro
10.4 billion in 2004 through the 13,000 sales outlets of its
distributors. DATASOURCE: BEI Technologies, Inc. CONTACT: John
LaBoskey, Senior Vice President/CFO of BEI Technologies, Inc.,
+1-415-956-4477 Web site: http://www.bei-tech.com/
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