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Square D Tells Stockholders Not To Tender Shares

March 6, 1991

CHICAGO (AP) _ The board of directors of the Square D Co. is advising its shareholders against tendering their stock under Schneider SA’s latest takeover offer of $78 a share, or more than $1.9 billion.

The board made the recommendation Tuesday, pending the outcome of a broad meeting set for March 15 to consider the French company’s offer.

The board has previously rejected the same terms last week, but Schneider has proceeded with a tender offer for Square D’s stock.

SQD Acquisition Co. - the Schneider subsidiary set up to orchestrate the takeover - Monday announced the cash tender offer of $78 for each share of outstanding common and preferred shares of the electrical equipment manufacturer based in Palatine, a suburb of Chicago.

Square D stock rose $1.25 Tuesday in trading on the New York Stock Exchange to close at $76.875 a share.

Schneider said the offer remains in effect until March 29, unless extended.

Didier Pineau-Valencienne, president of the French fusebox maker, a major Square D competitor, has said Square D’s capital expenditures would be kept at current levels in any takeover.

Square D would keep its name and remain based in Palatine, he said.

Square D Chairman Jerre Stead has insisted the company remain independent and has called Schneider’s $78 per share offer ″clearly inadequate.″

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