- Honeywell to make €117 per share all-cash tender offer for Sperian
Protection shares representing a 93% premium on the spot price as of March 30th
(last unaffected share price before Cinven’s offer) and a 67% premium over the
price previously offered by Cinven
- Sperian’s Board of Directors unanimously approves the tender offer agreement
and intends to recommend Honeywell’s offer upon receipt of a fairness
opinion
- Essilor and Mrs. Dalloz, Sperian Protection’s two largest shareholders
representing 28% of the share capital, have agreed to sell their shares to
Honeywell, subject to regulatory approvals
- Combination with Honeywell’s Life Safety division will establish a leading
global provider of personal protection equipment with a full range of safety
products in attractive, high-growth PPE industry
- Transaction is expected to be dilutive to Honeywell by four cents per share
in 2010 and accretive in 2011; No change to Honeywell’s 2010 EPS guidance
MORRIS TOWNSHIP, N.J. and PARIS, FRANCE, May 19, 2010 – Honeywell (NYSE:
HON) and Sperian Protection (Euronext: SPR) today announced
Honeywell’s intent to acquire through a binding sale agreement with Essilor and
Mrs. Ginette Dalloz and through the launch of an all-cash tender offer all
outstanding shares of Sperian Protection with an aggregate transaction value of
approximately USD $1.4 billion, including the assumption of net debt. Sperian
Protection is a leader in personal protection equipment (PPE) design and
manufacturing and will be combined within Honeywell’s Automation and Control
Solutions’ Life Safety business.
In combination with Sperian, Honeywell anticipates that its Safety Products
business will benefit from significant synergies, expanded access to global
distribution channels, and a strong retail presence. The combined business will
offer a full range of complementary “head to toe” products for those who work
in environments where safety is paramount, including the general industrial,
construction, fire service, and electrical safety segments.
“Sperian Protection’s Board of Directors has unanimously approved the tender
offer agreement and intends to recommend Honeywell’s offer upon receipt of a
fairness opinion,” said Henri-Dominique Petit, Chairman of the Board of
Directors of Sperian Protection. “I’m pleased about the outcome of this process
and believe with the Board that the transaction is in the best interests of
Sperian, its employees, customers and shareholders, subject to conclusion of
fairness opinion from an independent expert.”
Brice de La Morandière, Sperian CEO, added, “We are very pleased to join
together with Honeywell, an outstanding partner we know well and who shares our
commitment to customers. Through their talent and dedication, Sperian employees
have built a reference leader in the industry. I’m confident that, together
with Honeywell, we will provide unmatched protection solutions in the
marketplace and thus drive significant growth for our business and our
people.”
“Sperian is an ideal fit to add to Honeywell’s great position in the growing
PPE industry,” said Roger Fradin, President and CEO of Honeywell Automation and
Control Solutions. “It has one of the most recognizable brand portfolios in the
industry and a top-tier global customer base, and we have a great deal of
respect for the Sperian leadership team and business. The company has built an
impressive track record of long-term growth while continuing to invest in its
future through R&D and global acquisitions. Like Honeywell, Sperian
develops differentiated new products that customers demand. Combined with our
Norcross acquisition in 2008, we are building a global leader in the
fast-growing PPE industry, with worldwide distribution capabilities to deliver
the highest quality products in both developed and emerging regions. This
represents a terrific opportunity to once again derive value from our stellar
acquisition integration process.”
The filing of Honeywell’s offer to the French “Autorités des Marchés
Financiers” is not subject to any condition precedent and will occur at the
latest before the opening of the market on Friday, May 21, 2010. The opening of
the offer is subject to approval of the French “Ministère de l’Economie, de
l’Industrie et de l’Emploi” on foreign investments and final recommendation of
Sperian’s Board of Directors upon receipt of a fairness opinion.
Essilor (holding 15.0% of the capital) and Mrs. Ginette Dalloz (holding
directly and indirectly 13.2% of the capital) have entered into a binding
agreement for the sale of their Sperian Protection shares to Honeywell, at the
same price of €117 per share. This sale is subject to EU and U.S. anti-trust
clearance and to the approval of the Ministère de l’Économie, de l’Industrie et
de l’Emploi on foreign investments. This sale will be completed immediately
upon the satisfaction of these conditions precedent.
The completion of the offer would be subject to the successful tender of shares
by Sperian shareholders representing no less than 57% of the diluted number of
shares (including Essilor and Mrs. Dalloz stakes) as well as EU and U.S.
anti-trust clearance. Pending regulatory approvals, Honeywell expects the
transaction to close in the third quarter of 2010.
With nearly 50 years of experience in the research, design, and manufacture of
safety technologies, Sperian’s expertise is focused on head protection (eye and
face, hearing, respiratory), body protection (clothing, gloves, safety
footwear), and fall protection. Sperian brands include Howard Leight, Miller,
and UVEX (only in the Americas).
In 2008, Honeywell acquired Norcross Safety Products L.L.C., a leader in PPE
within several major industry segments including Air Purifying Respirators
(APRs), footwear, headgear, firefighter turnout gear, high voltage sleeves and
gloves, and arc flash protection. The acquisition formed the approximate USD
$900 million Honeywell Safety
Products (HSP) segment within the Honeywell Life Safety business. With
completion of the tender offer, Sperian and Honeywell’s Safety Products
division will be integrated as a single global business. Headquartered in
Paris, France, Sperian employs nearly 6,000 in facilities throughout 13
countries in the Americas, Asia-Pacific, Europe, and Africa. Sperian had sales
of approximately €660 million in 2009.
Honeywell (www.honeywell.com) is a
Fortune 100 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, and Chicago Stock Exchanges. For more news and
information on Honeywell, please visit www.honeywellnow.com.
Sperian Protection (www.sperian.com) is
the reference leader in personal protective equipment (hearing, eye,
respiratory and fall protection, gloves, clothing and footwear) resolutely
geared towards international markets. The Group offers innovative products
adapted to high-risk environments so that workers in the manufacturing and
services industries can work with confidence.
This release contains certain statements that may be deemed “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of
1934. All statements, other than statements of historical fact, that address
activities, events or developments that we or our management intends, expects,
projects, believes or anticipates will or may occur in the future are
forward-looking statements. Such statements are based upon certain assumptions
and assessments made by our management in light of their experience and their
perception of historical trends, current economic and industry conditions,
expected future developments and other factors they believe to be appropriate.
The forward-looking statements included in this release are also subject to a
number of material risks and uncertainties, including but not limited to
economic, competitive, governmental, and technological factors affecting our
operations, markets, products, services and prices. Such forward-looking
statements are not guarantees of future performance, and actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements.
The complete offer documents in accordance with French law will be submitted,
together with further details of the offer, to the French financial services
authority (AMF). Shareholders and other investors are urged to read carefully
all tender offer materials prior to making any decision with respect to the
tender offer.
Honeywell Contacts:
U.S. Media
Robert C. Ferris
(973) 455-3388
rob.ferris@honeywell.com
Europe Media
Ilse Schouteden
+32 47 620 9019
ilse.schouteden@honeywell.com
Investor Relations
Elena Doom
(973) 455-2222
elena.doom@honeywell.com
Sperian Contact:
Christophe Mathy
+33 (0)1 49 90 79 72
cmathy@sperian.com