SCHNEIDER ELECTRIC CONFIRMS IT’S IN EARLY TALKS WITH INVENSYS

(The following is a reformatted version of a press release
issued by Schneider Electric and received via electronic mail.
The release was confirmed by the sender.) 
Statement regarding Invensys PLC 
For immediate release     JULY 11TH, 2013 
Rueil-Malmaison (France), July 11th, 2013 - Further to the
announcement made today by Invensys plc (“Invensys” or the
“Company”), Schneider Electric confirms that it is in the early
stages of discussions with the Board of Directors of Invensys
regarding a possible offer for the entire issued and to be
issued share capital of the Company. 
Schneider Electric believes that the strategic and financial
rationale for this transaction, if consummated, is compelling.
Schneider Electric is considering making an offer for Invensys
in order to increase its focus on the attractive industry
automation sector. The enlarged group would significantly expand
its access to key electro-intensive segments where Schneider
Electric offers leading low and medium voltage as well as energy
management solutions. It would also gain a leading position in
the fast-growing software business for industrial operational
efficiency. 
In addition, Schneider Electric believes that the transaction,
if consummated, would create an opportunity to realise
significant cost savings through enhanced efficiencies as well
as revenue synergies across Schneider Electric’s and Invensys’s
established global customer bases. 
Schneider Electric takes a disciplined approach to acquisitions
with clearly defined strategic and financial criteria and an
offer, if any, would have to meet the historical hurdles of a
rapid EPS accretion and of a Return On Capital Employed beating
the Group’s WACC in year 3, while maintaining a strong balance
sheet. 
A further announcement will be made in due course. 
For the avoidance of doubt, the Invensys announcement was made
without the agreement of Schneider Electric. 
In accordance with Rule 2.6(a) of the Code, Schneider Electric
is now required, by not later than 5:00 pm on August 8th, to
either announce a firm intention to make an offer for Invensys
under Rule 2.7 of the Code or announce that it does not intend
to make an offer for Invensys, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of
the UK Takeover Panel in accordance with Rule 2.6(c) of the
Code. 
Nothing in this announcement is intended to be a profit forecast
and the statements in this announcement should not be
interpreted to mean that the earnings per Schneider Electric
share for the current or future financial periods will
necessarily be greater than those for the relevant preceding
financial period. 
In accordance with Rule 2.10 of the Code, Schneider Electric
confirms that as at the date of this announcement, it has in
issue 552,399,123 shares of EUR4 nominal value each. The
International Securities Identification Number (ISIN) of the
shares is FR0000121972. 
A copy of this announcement will be available on the Schneider
Electric website at www.schneider-electric.com 
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by
the Financial Conduct Authority. Deutsche Bank is acting as
financial adviser to Schneider Electric and no one else in
connection with the contents of this announcement and will not
be responsible to anyone other than Schneider Electric for
providing the protections afforded to its clients or for
providing advice in connection with the contents of this
announcement or any matter referred to herein. 
Merrill Lynch International (“BofA Merrill Lynch”), a subsidiary
of Bank of America Corporation, is acting exclusively for
Schneider Electric in connection with the possible offer for
Invensys and will not be responsible to anyone other than
Schneider Electric for providing the protections afforded to its
clients nor for providing advice in connection with the possible
offer for Invensys or any matter referred to herein. 
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any offer to purchase
or sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The release,
distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about
and observe any applicable requirements. 
Important disclosure
If any transaction occurs and is structured as an offer for the
securities of Invensys, a company incorporated under the laws of
England, it would be made in the United States in compliance
with Section 14(e) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and Regulation 14E thereunder. Such an offer
would be made in the United States by Schneider Electric and no
one else. Such an offer would be subject to disclosure and
procedure requirements of England which are different from those
of the United States. In addition to any such offer, Schneider
Electric, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Invensys outside such offer
during the period in which such offer would remain open for
acceptance. If such purchases or arrangements to purchase were
to be made they would be made outside the United States and
would comply with applicable law, including the Exchange Act. 
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
paper offeror is first identified. An Opening Position
Disclosure must contain details of the person’s interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3:30 pm
(London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no
later than 3:30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities
of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. 
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of
the offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent
that these details have previously been disclosed under Rule 8. 
A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3:30 pm (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control
an interest in relevant securities of an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3. 
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel’s website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure, you should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129. 
About Schneider Electric
As a global specialist in energy management with operations in
more than 100 countries, Schneider Electric offers integrated
solutions across multiple market segments, including leadership
positions in Utilities & Infrastructure, Industries & Machines
Manufacturers, Non-residential Building, Data Centres & Networks
and in Residential. Focused on making energy safe, reliable,
efficient, productive and green, the Group’s 140,000 plus
employees achieved sales of 24 billion euros in 2012, through an
active commitment to help individuals and organizations make the
most of their energy.
www.schneider electric.com 
Enquiries: 
Schneider Electric 
Anthony Song                  +33 (0) 1 41 29 83 29
Véronique Roquet-Montégon     +33 (0) 1 41 29 70 76 
Deutsche Bank                    +44 (0)20 7545 8000 
Richard Sheppard
James Ibbotson
Charles Wilkinson (Corporate Broking) 
BofA Merrill Lynch               +44 (0)20 7628 1000 
Philip Noblet
Geoff Iles
Peter Brown (Corporate Broking) 
(kgt)NY 
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