Rheingoldhöhe 50. V V AG entered into a business combination agreement to acquire a 90.21% stake in RIB Software SE (XTRA:RIB) from a group of shareholders for €1.3 billion on February 13, 2020. In accordance with the business combination agreement, Rheingoldhöhe (bidder and to be renamed into Schneider Electric Investment AG) will launch a voluntary public takeover offer to the shareholders of RIB SE for the acquisition of all outstanding shares of RIB SE for a cash consideration of €29 per RIB share. Thomas Wolf and Michael Sauer, as well as their wives, and Mads Bording Rasmussen will remain shareholders of RIB for the time being. They will own approximately 9.13% in RIB post completion of offer. In addition they have the option under the agreements with the bidder, to sell the remaining RIB shares amounting to approximately 9.13% of the share capital of RIB SE to the Bidder at a later point in time. The Managing Directors of the company Thomas Wolf and Michael Sauer, as well as their wives, and the Managing Director Mads Bording Rasmussen have irrevocably undertaken towards the bidder to tender half of the RIB shares held by them, i.e. a total of 4.74 million RIB shares, into the takeover offer. This corresponds to approximately 9.13% of the share capital of RIB SE. At the request of Schneider Electric, the current management team will continue in their positions. Chief Executive Officer and Chief Financial Officer will also continue in their roles and to remain on Administrative Board.

The takeover offer will provide for a minimum acceptance threshold of 50% (plus one RIB share) of the total share capital of RIB and will be subject to the granting of merger control clearance, approval from the Committee on Foreign Investment in the United States and other regulatory approvals as well as further customary conditions. The Administrative Board of RIB SE has approved the conclusion of the business combination agreement, welcomes the announced takeover offer and supports it within the framework of its legal obligations and subject to a review of the offer document to be published by the bidder, the Administrative Board of RIB intends to recommend RIB shareholders to accept the offer. The acceptance period of the tender offer will begin following approval of the offer document by the German Federal Financial Supervisory Authority (BaFin). As of March 20, 2020, German Federal Financial Supervisory Authority approved the transaction and the acceptance period runs from March 20, 2020 to April 22, 2020. As of April 14, 2020, the transaction received early termination notice by the Federal Trade Commission. The offer ran until midnight on Wednesday and had a minimum acceptance threshold of at least 50 percent. The exact acceptance rate was not known recently. The competition authorities still have to give the project the green light. As of April 28, 2020, minimum acceptance threshold exceeded.

Closing of the transaction is expected in the second quarter of 2020. The transaction will be immediately neutral or positive to Schneider Electric EPS excluding one-off transaction costs. Schneider expects the transaction to be accretive to adjusted EBITA margin in 2021. Laurenz Wieneke, Michael Brellochs, Julian Schulze de la Cruz, and Fabian Badtke of Noerr LLP acted as legal advisor and Lazard as financial advisor to RIB. Goldman Sachs is acting as exclusive financial advisor and Maximilian Schiessl, Bernd Wirbel, Christian Hoefs, Christoph Stadler and Matthias Scheifele of Hengeler Mueller, and Pierre Honoré, Valérie Landes and Thibault Sire of Bredin Prat as legal advisors to Schneider Electric. Carsten Berrar and Max P. Birke of Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs Bank Europe SE. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft acted as fairness opinion provider to RIB Software SE.