Honeywell to offer to acquire Novar for £1.2 Billion

Offer unanimously recommended by Novar board
 
Acquisition will expand European presence and enhance product offerings of Honeywell’s automation and control solutions business

Transaction Expected to be accretive to Honeywell Earnings in 2005

Honeywell (NYSE: HON) announced that it 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 Offers will be made on the basis of 185 pence per Novar ordinary share and 103.625 pence per Novar convertible preference share. In addition, holders of Novar ordinary shares will be entitled to retain a final 2004 dividend of 6.6 pence per share. 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.