TLVT Telvent Git

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

TELVENT GIT, S.A.

(Name of Subject Company (Issuer))

SCHNEIDER ELECTRIC ESPAÑA, S.A.U.

(Offeror)

an indirect wholly owned subsidiary of

SCHNEIDER ELECTRIC SA

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Ordinary Shares, € 3.00505 nominal value per share

(Title of Class of Securities)

E90215109

(CUSIP Number of Class of Securities)

Peter Wexler

General Counsel and Senior Vice President

Schneider Electric SA

35 rue Joseph Monier

92500 Rueil Malmaison – France

Telephone: +33 (0) 1 41 29 70 00

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy To:

Paul S. Bird, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone: (212) 909-6000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

This Amendment No. 5 (this “ Amendment No. 5 ”) amends and supplements the Tender Offer Statement on Schedule TO (the “ Schedule TO ”) originally filed with the U.S. Securities Exchange Commission on June 21, 2011, as amended and supplemented by Amendment No. 1 filed on July 1, 2011, Amendment No. 2 filed on July 7, 2011, Amendment No. 3 filed on July 20, 2011 and Amendment No. 4 filed on August 3, 2011 by Schneider Electric España, S.A.U., a sociedad anónima unipersonal organized under the laws of the Kingdom of Spain (“ Offeror ”) and an indirect wholly owned subsidiary of Schneider Electric SA, a société anonyme organized under the laws of the Republic of France (“ Schneider Electric ”) and Schneider Electric, relating to the offer by Offeror to purchase all of the authorized and issued ordinary shares, € 3.00505 nominal value per share (each, a “ Share ” and, collectively, the “ Shares ”), of Telvent GIT, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (“ Telvent ”), at a purchase price of $40.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2011 (as amended on July 1, 2011, July 7, 2011, July 20, 2011 and August 3, 2011, the “ Offer to Purchase ”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule TO.

The information in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, and the related Letter of Transmittal is incorporated in this Amendment No. 5 by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 5.

The Offer to Purchase and Item 11(a)(2), (a)(3) of the Schedule TO, to the extent Item 11 incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:

Section 16 – “Legal Matters; Required Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by adding the following as a new paragraph immediately following the final paragraph under the heading “European Union Antitrust Compliance.”:

“On August 9, 2011, Schneider Electric received notice sent on behalf of the European Commission stating that the European Commission issued a decision under Article 6(1)(b) of the EU Merger Control Regulation declaring the transaction contemplated by the Transaction Agreement compatible with the EU Common Market. Accordingly, the condition to the Offer relating to the issuance of a decision by the European Commission has been satisfied.”

Section 16 – “Legal Matters; Required Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by adding the following as a new paragraph immediately following the final paragraph under the heading “Other Foreign Antitrust Compliance.”:

“Schneider Electric has made all filings and other notifications in connection with the acquisition of Shares pursuant to the Offer that are required under the antitrust and competition laws of such other foreign jurisdictions. Schneider Electric expects that all regulatory approvals, exemptions or other actions or clearances required prior to the consummation of the Offer under such antitrust and competition laws will be granted on or prior to 5:00 p.m., New York City time, on Monday, August 22, 2011.”

Item 12 of the Schedule TO is amended and supplemented by adding the following:

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2011

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