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| 2006.01.01 |
| Honeywell Offers To Acquire First Technology plc f |
Gas Sensing and Detection Businesses Build on Strong Platform in High-G
rowth Industry;
First Technology Board of Directors Unanimously Recommends Offer
MORRIS TOWNSHIP, N.J., December 19, 2005 – Honeywell (NYSE: HON) to
day announced that it has reached an agreement with the board of director
s of First Technology plc (LSE: FRS) on the terms of a recommended all-c
ash Offer for the entire issued ordinary share capital of First Technology. T
he Offer will be made on the basis of 275 pence per First Technology ordin
ary share. The aggregate value of the Offer is GBP 315 million (US$555 milli
on), fully diluted for the exercise of all outstanding options and including th
e assumption of approximately GBP 107 million (US$189 million) of outstandi
ng debt (as October 31, 2005). The First Technology board has unanimousl
y recommended the Offer.
Honeywell anticipates completing the transaction in the first half of 2006, su
bject to regulatory review. The Offer will not be made in certain jurisdiction
s, including the United States.
¡°The First Technology acquisition further positions Honeywell as a global l
eader in the high-growth hazardous gas detection industry,¡± said Dave Co
te, Honeywell Chairman and Chief Executive Officer. ¡°First Technology is
a highly respected provider of advanced gas sensing products and system
s, which are used in rapidly evolving industries, such as mining and energ
y extraction, power generation, and water treatment. This transaction build
s on our recent acquisition of Zellweger Analytics, another leading gas det
ection company, by broadening our product offering with important gas sen
sing systems and instruments.¡±
First Technology plc, headquartered in Egham, United Kingdom, is a globa
l operation with 2005 sales of GBP 163.4 million (US$288.1 million). The co
mpany¡¯s subsidiaries operate in three main business sectors: Gas Sensin
g (sensors and instrumentation), Automotive & Special Products, and Safet
y & Analysis.
First Technology¡¯s Gas Sensing business, which accounted for approxima
tely 51% of the company¡¯s 2005 revenues, will be integrated into Honeywell¡¯
s Automation and Control Solutions (ACS) business. The transaction will e
nable ACS to expand its product and service offerings, extend its reach thr
ough First Technology¡¯s distribution network and strong customer relations
hips, and gain manufacturing, marketing and service expertise and efficien
cies.
Honeywell will assess the strategic fit and synergies between ACS and Fir
st Technology¡¯s Automotive & Special Products and Safety & Analysis busi
nesses.
Cote concluded, ¡°The acquisition adds to the momentum we have generate
d throughout our ACS business and is consistent with our disciplined, dec
isive approach to acquisitions. We are pleased with the successful integra
tion of our recent acquisitions, and will take the same rigorous and thought
ful approach to integrating First Technology into Honeywell.¡±
All references to U.S. dollars herein use a GBP conversion rate of 1.763.
Honeywell International is a $26 billion diversified technology and manufact
uring leader, serving customers worldwide with aerospace products and s
ervices; control technologies for buildings, homes and industry; automotiv
e products; turbochargers; and specialty materials. Based in Morris Town
ship, N.J., Honeywell¡¯s shares are traded on the New York, London, Chica
go and Pacific Stock Exchanges. It is one of the 30 stocks that make up th
e Dow Jones Industrial Average and is also a component of the Standard
& Poor¡¯s 500 Index. For additional information, please visit www.honeywel
l.com.
This release does not constitute the making of an offer to acquire any secu
rities of First Technology plc. No offer is being, or will be, made in the Unit
ed States. In addition, this release does not constitute an offer of any
securities for sale in the United States or to U.S. persons. Securities may n
ot be offered or sold in the United States or to U.S. persons absent registra
tion or an exemption from registration. The company does not intend to regi
ster or offer its securities in the United States or to U.S. persons, or otherw
ise conduct the Offer in the United States.
This release contains forward-looking statements as defined in Section 21
E of the Securities Exchange Act of 1934, including statements about futur
e business operations, financial performance and market conditions. Such
forward-looking statements involve risks and uncertainties inherent in busi
ness forecasts as further described in our filings under the Securities Exc
hange Act.
Media:
Robert C. Ferris (Corporate)
(973) 455-3388
rob.ferris@honeywell.com
Julie Franklin (ACS)
(952) 656-1683
julie.franklin@honeywell.com
Investor Relations:
Nicholas Noviello
(973) 455-2222
nicholas.noviello@honeywell.com
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