- 4 -
control products. During the years in issue, Schneider S.A.
(Schneider), a French corporation with its principal executive
offices in Paris, France, was, through its subsidiaries, a
multinational manufacturer and marketer of electrical
distribution and industrial control equipment, among other
activities. Schneider owned, directly or indirectly, five major
subsidiaries, including Merlin Gerin S.A. (MGSA) and
Telemecanique S.A. (TESA), both French corporations.
Around late 1990 or early 1991, Schneider began taking steps
to initiate a hostile takeover of petitioner. In connection
therewith, Schneider, MGSA, and TESA (the Schneider Lenders)
organized Square D Acquisition Co. (ACQ) under the laws of
California (and subsequently Delaware) as a transitory entity to
serve as a vehicle for the acquisition of petitioner. The
Schneider Lenders together owned 100 percent of ACQ. Eventually,
after agreeing to ACQ’s purchase of petitioner’s outstanding
stock for a total purchase price of about $2.25 billion,
petitioner, Schneider, and ACQ entered into a merger agreement in
May 1991.
On May 30, 1991, the merger was consummated. ACQ’s purchase
of petitioner’s stock was financed through a combination of loans
from banks, capital contributions to ACQ from the Schneider
Lenders, and loans from the Schneider Lenders that were required
to be subordinated to the bank loans (1991 Subordinated Loans).
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011