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Honeywell Offers To Acquire First Technology plc for GBP 315 Million (Us$555 Million)

Gas Sensing and Detection Businesses Build on Strong Platform in High-Growth Industry;
First Technology Board of Directors Unanimously Recommends Offer

MORRIS TOWNSHIP, N.J., December 19, 2005 – Honeywell (NYSE: HON) today announced that it has reached an agreement with the board of directors of First Technology plc (LSE: FRS) on the terms of a recommended all-cash Offer for the entire issued ordinary share capital of First Technology. The Offer will be made on the basis of 275 pence per First Technology ordinary share. The aggregate value of the Offer is GBP 315 million (US$555 million), fully diluted for the exercise of all outstanding options and including the assumption of approximately GBP 107 million (US$189 million) of outstanding debt (as October 31, 2005). The First Technology board has unanimously recommended the Offer.

Honeywell anticipates completing the transaction in the first half of 2006, subject to regulatory review. The Offer will not be made in certain jurisdictions, including the United States.

“The First Technology acquisition further positions Honeywell as a global leader in the high-growth hazardous gas detection industry,” said Dave Cote, Honeywell Chairman and Chief Executive Officer. “First Technology is a highly respected provider of advanced gas sensing products and systems, which are used in rapidly evolving industries, such as mining and energy extraction, power generation, and water treatment. This transaction builds on our recent acquisition of Zellweger Analytics, another leading gas detection company, by broadening our product offering with important gas sensing systems and instruments.”

First Technology plc, headquartered in Egham, United Kingdom, is a global operation with 2005 sales of GBP 163.4 million (US$288.1 million). The company’s subsidiaries operate in three main business sectors: Gas Sensing (sensors and instrumentation), Automotive & Special Products, and Safety & Analysis.

First Technology’s Gas Sensing business, which accounted for approximately 51% of the company’s 2005 revenues, will be integrated into Honeywell’s Automation and Control Solutions (ACS) business. The transaction will enable ACS to expand its product and service offerings, extend its reach through First Technology’s distribution network and strong customer relationships, and gain manufacturing, marketing and service expertise and efficiencies.
Honeywell will assess the strategic fit and synergies between ACS and First Technology’s Automotive & Special Products and Safety & Analysis businesses.

Cote concluded, “The acquisition adds to the momentum we have generated throughout our ACS business and is consistent with our disciplined, decisive approach to acquisitions. We are pleased with the successful integration of our recent acquisitions, and will take the same rigorous and thoughtful 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 manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell’s shares are traded on the New York, London, Chicago and Pacific Stock Exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial Average and is also a component of the Standard & Poor’s 500 Index. For additional information, please visit www.honeywell.com.

This release does not constitute the making of an offer to acquire any securities of First Technology plc. No offer is being, or will be, made in the United 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 not be offered or sold in the United States or to U.S. persons absent registration or an exemption from registration. The company does not intend to register or offer its securities in the United States or to U.S. persons, or otherwise conduct the Offer in the United States.

This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts as further described in our filings under the Securities Exchange 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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