Electronics Production | December 16, 2004

Honeywell to offer to acquire Novar

Honeywell has reached agreement with the board of directors of Novar plc on the terms of recommended offers for the entire issued ordinary and preference share capital of Novar.
The aggregate value of the offers is £1.2 billion (US $2.4 billion) fully diluted for the exercise of all outstanding options, including the assumption of approximately £300 million (US $580 million) of outstanding debt, net of cash. The Novar board has unanimously recommended the Offers.

Honeywell expects to fund the acquisition with existing cash resources and credit facilities. The acquisition is expected to have an accretive impact on Honeywell’s 2005 earnings per share.

Novar plc, with reported 2003 revenue of £1.43 billion (US$2.7 billion) is an international group whose core divisions are Intelligent Building Systems (IBS), Indalex Aluminum Solutions, and Security Printing Services. Novar’s IBS unit will enhance Honeywell’s offering of security, fire and building controls products and services, particularly in the UK and Germany and support its strategy of global growth of these businesses. Honeywell does not intend to hold Indalex Aluminum Solutions and Security Printing Services in the long-term and expects to pursue strategic alternatives for these units as soon as practical. management team to realize the benefits of this combination.

Honeywell intends to integrate Novar’s IBS unit, which had 2003 revenue of £603.9 million (US$1.2 billion) into its Automation and Control Solutions (ACS) division. Honeywell ACS is an approximately $8.0 billion business with more than 40,000 employees worldwide. Honeywell expects that Novar’s IBS assets, its technology, business presence, customers and employees will contribute to the growth of its ACS division going forward.


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