Ashurst is advising AVEVA Group plc (“AVEVA”) on its combination with Schneider Electric SE’s (“Schneider Electric”) industrial software business (“Schneider Software”), to create a global leader in engineering and industrial software, and return of cash to shareholders.
As part of the transaction, Schneider Electric will contribute £550 million in cash to AVEVA, which will be returned to AVEVA shareholders, together with £100 million of excess cash on AVEVA’s balance sheet. In consideration, Schneider Electric will take a 60% stake in AVEVA. Based on the current AVEVA share price, the AVEVA shares to be issued to Schneider Electric as part of the transaction have a current market value of approximately £1.7 billion.
Given the relative size of Schneider Software and AVEVA, the transaction will be classified as a reverse takeover of AVEVA under the Listing Rules of the UKLA and will require a whitewash under the Takeover Code.
The Ashurst team is being led by corporate partners Karen Davies and James Fletcher, and senior consultant Jeffrey Sultoon, assisted by senior associates Mary Seely, Marianna Kennedy and Tara Waters and associates Louise Chan, Hayley Gow , Hugh Nolan, James Prescott and Emma Camilleri. Counsel Caroline Chambers also advised. Incentives advice is being provided by counsel David Baxter and tax advice is being provided by partner Alex Cox and senior associate James Seddon. Partner Crowley Woodford and associate James Almond are advising on employment law matters. Competition advice is being provided by partner Neil Cuninghame, senior associate Tom Cooling and associate Danica Barley. Counsel John Gordon is advising on pensions aspects and IP and commercial contracts advice is being provided by partner Mark Lubbock, counsel Brian Murphy and associate Caroline Hogan. Real estate advice is being provided by counsel Jonathan Hoare. Banking partner Tim Rennie and senior associate Darren Phelan advised on the £100 million revolving credit facility.
Commenting on the deal, Karen Davies said:
“It is a pleasure to act for longstanding client AVEVA on this transformational deal. The transaction represents the culmination of a great deal of hard work, innovation and collaboration between the AVEVA and Ashurst teams over a number of years.”
The original press release can be found here on Ashurst website.