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American Power Conversion to be Acquired by Schneider Electric in a Transaction Valued at Approximately $6.1 Billion

   Founded in 1981, American Power Conversion (Nasdaq: APCC) is a leading global provider of high availability systems for network-critical physical infrastructure. APC's comprehensive products and services, designed for both home and corporate environments, improve the availability, manageability and performance of sensitive electronic, network, communication and industrial equipment of all sizes. Headquartered in West Kingston, Rhode Island, APC reported sales of $1.7 billion for the year ended December 31, 2004, and is a Fortune 1000, Nasdaq 100 and S&P 500 Company. All trademarks are the property of their owners. (PRNewsFoto)

WEST KINGSTON, RI UNITED STATES
* All Cash Transaction of $31.00 Per Share Represents 30% Premium Over Most
                         Recent Closing Stock Price
 * Creates a Global Leader in Single- and Three-Phase Uninterruptible Power
                               Supply Market

    WEST KINGSTON, R.I., Oct. 30 /PRNewswire-FirstCall/ -- American Power
Conversion Corporation (Nasdaq: APCC) (APC), a global leader in power
availability solutions, and Schneider Electric SA (Paris: SU.PA) (Schneider
Electric), a leading provider of solutions for electrical distribution,
industrial control and automation projects, announced today that the two
companies have executed a definitive merger agreement under which Schneider
Electric will acquire all outstanding shares of APC for $31.00 per share in
cash. The aggregate transaction value is approximately $6.1 billion.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO )
    The combination of these two businesses will create an industry leading
business for both single-phase and three-phase uninterruptible power supply
(UPS) systems as well as the preeminent provider of integrated systems for
IT and data center applications.
    Rob Johnson, APC's president and chief executive officer, said, "This
transaction provides APC stockholders with an immediate and substantial
cash premium for their investment in the company. Upon completion of the
transaction, APC will become part of Schneider Electric, with greater
resources to accomplish our long-term plans, which will be favorable for
our employees, customers, business partners and suppliers worldwide. Both
companies have a dedication to innovation and customer service that makes
our combined enterprise an even stronger player in the industry."
    The transaction, which is expected to close in the first quarter of
2007, is subject to approval by APC shareholders and other customary
conditions. The Board of Directors of APC has approved the transaction with
Schneider Electric, and intends to recommend to APC's shareholders that
they approve the transaction. APC's shareholders are expected to vote on
the transaction in early 2007. Approval from Schneider Electric's
shareholders is not required.
    Jean-Pascal Tricoire, chief executive officer of Schneider Electric,
said "This transaction is a tremendous opportunity for growth and for both
companies, together, to provide unique, differentiated solutions to our
combined customers. We look forward to welcoming APC to the Schneider
Electric family."
    Goldman, Sachs & Co. served as financial advisor to APC, and Clifford
Chance US LLP served as its legal advisor. Lazard Freres and Merrill Lynch
served as financial advisors to Schneider Electric, and Cravath, Swaine &
Moore LLP served as its legal advisor.
    Conference Call Update
    Given the pending transaction, and the need to make filings with
regulatory agencies, the company has suspended conference calls for the
immediate future.
    About American Power Conversion
    Founded in 1981, American Power Conversion is a leading provider of
global, end-to-end solutions for real-time infrastructure. APC's
comprehensive products and services for home and corporate environments
improve the availability, manageability and performance of sensitive
electronic, network, communication and industrial equipment of all sizes.
APC offers a wide variety of products for network-critical physical
infrastructure including InfraStruXure(R), its revolutionary architecture
for on-demand data centers, as well as physical threat management products
through the company's NetBotz(R) division. These products and services help
companies increase the availability and reliability of their IT systems.
Headquartered in West Kingston, Rhode Island, APC reported sales of $2
billion for the year ended December 31, 2005, and is a Fortune 1000, Nasdaq
100 and S&P 500 Company.
    All trademarks are the property of their respective owners.
    About Schneider Electric
    Headquartered in France, Schneider Electric is an international company
that designs, manufactures and sells products, solutions and services for
Electric Distribution and Automation & Control. Schneider Electric makes
installations safer, monitors equipment and protects people with a lineup
devised to save energy, enhance performance and make its customers more
competitive. Schneider Electric is a world leader in automation and
electricity management, reported revenue of euro 11.7 billion in 2005 and
had 88,670 employees in 130 countries.
    Additional Information Relating to the Merger and Where to Find It
    APC will file a proxy statement with the U.S. Securities and Exchange
Commission (SEC) in connection with the proposed transaction. Investors are
urged to read any such proxy statement, when available, which will contain
important information. The proxy statement will be, and other documents
filed by APC with the SEC are, available free of charge at the SEC's
website (http://www.sec.gov) or from APC by directing a request to American Power
Conversion Corporation, 132 Fairgrounds Road, West Kingston, Rhode Island
02892, Attention: Investor Relations (telephone 401-789-5735), or from
APC's website at http://www.apcc.com.
    APC, Schneider and their respective directors, executive officers and
other employees may be deemed to be participating in the solicitation of
proxies from APC shareholders in connection with the approval of the
proposed transaction. Information about APC's directors and executive
officers is available in APC's proxy statements and Annual Reports on Form
10-K previously filed with the SEC. Information about Schneider's directors
and executive officers is available from its 2005 Annual Report, which can
be obtained for free from its website at http://www.schneider-electric.com, and
will also be available in a Schedule 13D to be filed by Schneider with the
SEC. Additional information about the interests of potential participants
will be included in the proxy statement APC will file with the SEC.
    Safe Harbor Provision
    This press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. All
statements in this press release that do not describe historical facts,
such as statements concerning APC's future plans or prospects are
forward-looking statements. All forward-looking statements are not
guarantees and are subject to risks and uncertainties that could cause
actual results to differ from those projected. While not exhaustive, the
factors that could cause actual results to differ include the following:
The ability of APC and Schneider to gain regulatory and shareholder
approval for the proposed merger; successful completion of the transaction;
ability to achieve expected growth, savings and benefits of merger;
potential disruption in business or relationships with customers, vendors,
partners and employees as a result of the proposed merger; the pervasive
and intensifying competition in all markets where we operate; prolonged
adverse economic and employment conditions in the markets we serve; changes
in available technology that make our existing technology obsolete or
expensive to upgrade; the availability and cost of capital; the impact of
any industry consolidation; the outcome of pending or threatened complaints
and litigation and the risks described from time to time in APC's filings
with the Securities and Exchange Commission. APC disclaims any obligation
to update or revise statements contained in this news release based on new
information or otherwise.
    For more information contact:

    Investors:
    Richard Thompson, chief financial officer, 401-789-5735, ext. 2325
    Debbie Hancock, director, investor relations, 401-789-5735, ext. 2994,
Debbie.hancock@apcc.com
    Media:
    Chet Lasell, APC director, public relations-North America, 800-788-2208
ext. 2693, chet.lasell@apcc.com


SOURCE American Power Conversion Corporation




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  • http://www.apc.com
    Photo Notes:
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    AP Archive: http://photoarchive.ap.org
    PRN Photo Desk, photodesk@prnewswire.com
  • http://www.prnewswire.com/comp/046187.html/
    CONTACT:
    Investors - Richard Thompson, chief financial
    officer, +1-401-789-5735, ext. 2325, or Debbie Hancock, director,
    investor relations, +1-401-789-5735, ext. 2994,
    Debbie.hancock@apcc.com; or Media - Chet Lasell, APC director,
    public relations-North America, 1-800-788-2208 ext. 2693,
    chet.lasell@apcc.com