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AVEVA combination with Schneider software cleared by US regulator
AVEVA Group updated the market on its proposed combination with the Schneider Electric software business on Monday, confirming that the review by the Committee on Foreign Investments in the United States has now finished, and clearance has been received for the merger.
The FTSE 250 firm said that as a result, all conditions for completion of the combination have been fulfilled, save for admission, which is expected on 1 March.
It said the record date for the £650m cash return of value to AVEVA shareholders was expected to be 1800 GMT on 28 February.
The return of value was expected to be in an amount of 1,015p per ordinary share, and would be affected by way of a B Share Scheme.
B Shares would be issued and redeemed as soon as reasonably practicable on the day of completion.
From seven days following that, AVEVA said there would be a despatch of cheques or, if ordinary shares were held in CREST, CREST accounts would be credited in respect of proceeds of redemption.
In the circumstances described in the prospectus dated 5 September, the return of value could be effected in a different manner, in which event a further announcement would be made.
"As previously communicated, contrary to AVEVA's expectations based on tax advice received at the time, Her Majesty's Revenue and Customs has to date taken the view that the issue of B shares paid up from AVEVA's merger reserve to effect the £650m return of value as part of the combination should be treated as a distribution and therefore taxed as income in the hands of recipients for UK tax purposes," the company's board explained in its statement.
"AVEVA's advisers have had further correspondence with HMRC in relation to the expected tax treatment of the return of value, but AVEVA understands that a substantive response from HMRC is unlikely to be received before the expected record date for the return of value.
"Shareholders may wish to seek their own tax advice in this regard and are reminded to consider the guidance in part XI of the prospectus."