CITECT has entered into an amended merger implementation agreement with Schneider Electric Australia Holdings (a subsidiary of Schneider Electric) for an increased offer to acquire all the shares in Citect by way of a revised scheme of arrangement.
Under the new scheme, Citect shareholders will receive a cash payment of $1.85 per share plus a fully franked dividend of $0.05 per share. This equates to approximately $100 million for all the issued ordinary shares in Citect.
The scheme remains subject to shareholder approval, although Schneider Electric Australia has received all the necessary regulatory approvals.
The company has also revised its offer for Citect options, under which Citect will cancel all options on issue in return for between 4.5 and 10.1 cents an option.
Citect directors have unanimously recommended that share and option holders vote in favour of the proposed schemes of arrangement, in the absence of a superior proposal.
In the directors’ view, the Schneider proposal is superior to the Thoma Cressey Fund VII LP (TCEP) offers announced on 6 January 2006.
Accordingly, the directors have withdrawn their recommendations to share and option holders to accept the TCEP offers.
Craig Resnick, ARC Advisory Group, commented, “The results of this merger would be extremely complementary, as Schneider Electric can add a strong portfolio of HMI, SCADA and Ampla MES software solutions and services to their total offering and be recognised, as Citect is as a key player in those markets. This would provide Schneider Electric with additional expertise for some key process and hybrid vertical markets where Citect is strong, such as mining and metals, water and waste, food and beverage, utilities, and gas pipelines. It also bodes well that both companies have a history of working together through Schneider Electric’s Collaborative Automation Partner program, of which Citect has been an active participant.”