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.

Upon completion of the transaction, APC will become part of Schneider Electric, with greater resources to accomplish its 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 make the combined enterprise an even stronger, more competitive 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, 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.

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®, its revolutionary architecture for on-demand data centers, as well as physical threat management products through the company’s NetBotz® 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.

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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 €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 (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.