Last stand can't stop Invensys going French

Mark Leftly sees the British technology company's ageing investors fail to prevent its sale to Schneider Electric

What little hair they had was mostly grey. Filling barely half the seats across 15 rows in a room within the Victorian red brick Holborn Bars in central London, a rag-tag band of post-middle aged investors made a last, doomed stand to prevent their business being sold to the French.

Standing before them at 11am yesterday was Sir Nigel Rudd. He is chairman of their company, Invensys, an industrial conglomerate that traces its origins back two centuries to when Augustus Siebe built diving equipment just a few metres from this very room.

Sir Nigel was there to explain to this hostile audience why a £3.4bn deal to sell Invensys – the product of the £9.4bn merger of Siebe and BTR in 1999 – to Schneider Electric made sense for them and the future of the business.

This was not going to be easy: "What are they called? Scher-ner-der? Are they South African?" huffed an investor in the sixth row as the extraordinary general meeting began. He was angry that Invensys would join the recent examples of Cadbury, Logica, Autonomy and Misys in ditching its history of British ownership.

Institutional investors recognise the logic of a deal that represented a 14 per cent premium to the price shares trading at when the offer was revealed in July. Sir Nigel added that this was an "extremely good price – and I don't sell companies cheaply".

John Farmer, who has owned Invensys stock for a decade, stood up to tell the directors he was "not swayed by the torpid views of institutional investors that have taken their customarily short-term view".

He pointed to the sale of Invensys's rail business to Germany's Siemens for £1.7bn last year, which saw shareholders receive a "token 79p a share" payout. The board ploughed £400m of that money into a pension scheme that was in danger of collapsing under its deficit, removing the key obstacle of any tilt by a rival at the developer of industrial software, safety systems and temperature controls.

"That disposal made the business more vulnerable to a takeover," argued Mr Farmer, who added Invensys was going to be sold to an "average-performing French company".

Sir Nigel, who also chaired glassmaker Pilkington when it was sold to the Japanese in 2006, shot back that he "wasn't going to be the chairman of the business who would let down 80,000 families" who were dependent on the pension fund.

While he had "some sympathy" over the issue of foreign ownership, he reminded his audience that to describe Invensys as British was "wide of the mark" with so much of its important technology based in the US. Only 1,100 of 16,000 staff are based in the UK.

This was not good enough for Captain David Hawker, an impressively bearded gentleman who started investing in a company in 1977 that was later bought by what is now Invensys. Subjected to Captain Hawker's diatribes before, Sir Nigel smiled: "I've been looking forward to this all morning."

The Captain didn't disappoint: "I am absolutely horrified that the City of London has sold out one British company after another," he said. "Do these people have any faith in British managers? Wins-ton Churchill said that World War II would be won or lost by technology. He was right… Do we have to sell yet another British technology company?"

For the first time, Sir Nigel was flustered (he was calm when an investor threatened to report him to the Financial Conduct Authority for not replying to a letter that he hadn't even seen). He asked of Captain Hawker: "I don't think you've been listening. It's American technology. Do you ever listen?"

It turned out Captain Hawker had listened. He later admitted to The Independent that Sir Nigel had convinced him shareholders were "caught between the devil and the deep blue sea" as a result of the pension problems. By then, Captain Hawker was instead pondering whether other governments and financial centres would let their companies be snaffled by foreigners as a result of pension requirements.

One of the directors wondered afterwards why this band of critics had bothered turning up as the deal was "done and dusted": a little after 2pm, Invensys confirmed that investors had voted in favour, though it is still subject to regulatory approval.

"This is so old fashioned, such a waste of money. The whole thing should be done online," added the director. "Some of the questions were unbelievable, it was like they had come all that way and hadn't read the prospectus."

The investor who thought that Schneider was South African agreed: "The whole thing was a farce, I could have asked better questions."

But he didn't ask any questions and now a company that was fathered by a German-born engineer in the centre of London 194 years ago will soon belong to the French.

Corporate history: Key events

1788 Augustus Siebe is born in Germany, emigrating to London after the Battle of Waterloo

1819 Starts an engineering business in High Holborn and goes on to develop a diving helmet that is sealed to a watertight rubber suit

1924 British Goodrich is formed and later becomes British Tyre & Rubber Company (BTR)

1990 Siebe buys Massachusetts-based controls company Foxboro for $655m (£410m)

1999 BTR and Siebe merge in a £9.4m deal

2012 Emerson Electric of the US enters talks to buy Invensys, but is put-off by the pension burden

2013 Schneider Electric bids £3.4bn for Invensys, after the group has plugged its pension fund deficit