Under the proposed transaction all Citect shareholders will receive a cash payment of $1.50 per share plus a fully franked special dividend of $0.05 per share, equating to approximately $80 million for all the issued ordinary shares in Citect.
Schneider Electric is a global supplier of electrical distribution, industrial automation and control products. Citect and Schneider Electric have a long standing strategic relationship which has resulted in the launch of a number of hardware and software solutions for customers.
The $1.50 cash per share plus the special dividend $0.05 per share offer represents a 42.2% premium to the price of Citect shares based on the closing market price on 18 October 2005, and a 59.9% premium to the volume weighted average price of Citect shares for the 30 day period up to and including 18 October 2005.
The meeting at which shareholders may vote on the scheme of arrangement is expected to be held in late December.
The directors of Citect have unanimously decided to recommend to shareholders and optionholders that they vote in favour of the merger in the absence of a superior offer. David Mortimer, chairman of Citect, said: 'The proposed merger with Schneider Electric is an important development for all our stakeholders. Citect's ability to serve its customers thoroughly and globally will be considerably enhanced with this new development. The Citect Board believes that the strategic fit with Schneider Electric will enable Citect's customers, employees and partners to participate in a promising future.'
Russell Stocker, executive vice president, Schneider Electric Asia Pacific Operating Division, said: 'This acquisition clearly signals our commitment to extend our integrated solutions offering to our customers in both the industrial and infrastructure fields, by delivering highly scalable and reliable systems that reduce the client's cost of ownership and improve product quality, therefore ultimately increasing its return on assets. Citect's people represent an exceptional pool of talent. They will bring R&D experience, end-user relationships as well as the understanding of SCADA/MES business model and we look forward to working together to make this strategy a success.'
CTL shares jumped 42.5c on news of the offer and were heavily traded with depth to finish on $1.515.