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. 9)

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. 9 (this “ Amendment No. 9 ”) 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, Amendment No. 4 filed on August 3, 2011, Amendment No. 5 filed on August 10, 2011, Amendment No. 6 filed on August 24, 2011, Amendment No. 7 filed on August 24, 2011 and Amendment No. 8 filed on August 29, 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, August 3, 2011, August 10, 2011, August 24, 2011 and August 29, 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. 9 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. 9 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. 9.

Items 1, 4, 8 and 11

The Offer to Purchase and Items 1, 4, 8 and 11 of the Schedule TO, to the extent Items 1, 4, 8 and 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text:

“The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on Tuesday, August 30, 2011. The Depositary has indicated that, as of the Expiration Time, an aggregate of 33,187,514 Shares (including 1,269,765 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 97.3% of the number of Shares authorized and issued as of the date of the Transaction Agreement. All Shares that were validly tendered and not validly withdrawn have been accepted for payment by Offeror. Offeror will promptly pay for such Shares in accordance with the terms of the Offer.

As a result of the acceptance of, and payment for, tendered Shares pursuant to the Offer, the Transaction Agreement grants Offeror the right to appoint a total of seven (7) of the twelve (12) directors serving on Telvent’s board of directors in accordance with the co-option procedures under Spanish law. Each of Offeror’s designees are expected to join Telvent’s board of directors by September 6, 2011, and, following such appointment, directors designated by Offeror shall constitute a majority of the directors serving on Telvent’s board of directors. Prior to, or contemporaneously with, the appointment of Offeror’s designees to Telvent’s board of directors, Offeror intends to transfer one (1) of the Shares acquired by it pursuant to the Offer to each such designee. All directors appointed through the co-option procedure will serve until the next general shareholders’ meeting of Telvent, at which time the appointments shall be ratified or different persons appointed. In the event that we maintain ownership of a majority of the total authorized and issued Shares, we will own sufficient Shares to ratify the appointments of our designated directors at the general shareholders’ meeting without the affirmative vote of any other shareholder of Telvent.

In accordance with the Transaction Agreement, Offeror commenced the Subsequent Offering Period, at 9:00 a.m., New York City time, on Wednesday, August 31, 2011, for all remaining untendered Shares. The Subsequent Offering Period will expire at 5:00 p.m., New York City time, on Wednesday, September 28, 2011, unless extended. Offeror and Schneider Electric reserve the right, exercisable in their sole discretion, to extend the Subsequent Offering Period in accordance with applicable law. Any such extension will be followed by a public announcement, which will be issued no later than 9:00 a.m., New York City time, on the next business day after the

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Subsequent Offering Period was scheduled to expire. During the Subsequent Offering Period, Offeror will accept for payment, and promptly purchase, validly tendered Shares. Telvent shareholders who validly tender their Shares during the Subsequent Offering Period will receive the same $40.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, that is payable to shareholders who tendered their Shares during the Offer. Procedures for tendering Shares during the Subsequent Offering Period are the same as during the Offer, except that ( i ) the guaranteed delivery procedures may not be used during the Subsequent Offering Period and ( ii ) pursuant to Rule 14d-7(a)(2) under the Exchange Act, Shares validly tendered during the Subsequent Offering Period will be accepted for payment on a daily, “as tendered” basis and, accordingly, may not be withdrawn.

On Tuesday, August 30, 2011, Schneider Electric announced the successful completion of the Convertible Notes Offer and its acceptance of $199,657,000 aggregate principal amount of Convertible Notes representing all of the Notes that were validly tendered and not properly withdrawn in the Convertible Notes Tender Offer.”

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

“(a)(5)(L)     Press Release Issued by Schneider Electric SA, dated August 30, 2011.”

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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 31, 2011

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