Xantrex To Be Acquired By Schneider Electric; Divests Programmable Power Business To AMETEK

July 29, 2008 by Jeff Shepard

Xantrex Technology Inc. announced that it has entered into a definitive agreement to be acquired by Schneider Electric for a cash purchase price of CDN$15.00 per share, representing a premium of approximately 55% over the "undisturbed" average closing price of Xantrex’s shares on the Toronto Stock Exchange for the 30 day period ending July 21, 2008 when the company disclosed that it was in exclusive negotiations. The all-cash transaction has an equity value of approximately $500 million.

As a condition to the sale of Xantrex to Schneider Electric, Xantrex will divest its programmable power business. Xantrex also announced that it has entered into a definitive agreement for the sale of its programmable power business to AMETEK, Inc.

"These transactions maximize value for Xantrex’s shareholders," said Mossadiq S. Umedaly, Xantrex’s Chairman. "Becoming a part of Schneider Electric is an exciting development for our business. Schneider Electric’s outstanding global distribution, service and supply chain infrastructure combined with our world class technology and products will enable us to deliver more of our products to customers worldwide, making this a powerful combination. In addition, our programmable power division is highly complementary to AMETEK’s Power Instruments business."

Jean-Pascal Tricoire, Chairman of the Management Board and CEO of Schneider Electric, commented, "The acquisition of Xantrex will give us a unique opportunity to capture growth in the dynamic renewable energy market. The addition of Xantrex will accelerate our development as a total solutions provider and extend our position as the global specialist in energy management."

Frank Hermance, Chairman and CEO of AMETEK, Inc. noted, "The acquisition of Xantrex’s Programmable business expands our position in the niche market for programmable power sources and provides us with further opportunities for growth in the highly attractive electronic test and measurement equipment market."

AMETEK has agreed to purchase Xantrex’s programmable power business for $120 million in cash. Completion of this sale is subject to a limited set of customary closing conditions including receipt of competition regulatory approvals in the United States and Germany, but does not require shareholder, court or other similar approvals as the business involved constitutes less than 30% of Xantrex’s consolidated revenues and consolidated assets.

Xantrex expects to close the AMETEK transaction in the third quarter, prior to the date of the meeting at which Xantrex’s shareholders will consider the Schneider Electric transaction. The AMETEK transaction is not contingent on the completion of the Schneider Electric transaction.