Honeywell Announces Results of Subsequent Offer for Sperian Protection's Shares and Implementation of Squeeze-out
MORRIS TOWNSHIP, N.J., Oct. 4 - Honeywell (NYSE: HON) announced today the results of the subsequent offer for Sperian Protection's shares, and the implementation of the squeeze-out. This announcement is issued pursuant to article 237-16 of the General Regulations of the Autorite des marches financiers (the "AMF").
During the subsequent offer period of Honeywell Holding France's offer for Sperian Protection's shares, Honeywell France C(1) acquired, through market purchases and through the centralized offer, a total of 151,886 Sperian Protection shares. As a consequence, Honeywell Holding France and Honeywell France C together directly hold 7,703,394 Sperian Protection shares, representing 98.46% of Sperian Protection's share capital and 98.45% of the voting rights as at the date hereof.
In addition, Sperian Protection holds, as of October 4, 2010, 72,902 treasury shares representing 0.93% of the share capital.
Taking into account the above-mentioned 72,902 treasury shares, Sperian Protection shares not tendered into the offer by the minority shareholders represent, as of October 4, 2010, 0.61% of the share capital and of the voting rights of the company.
By letter dated October 4, 2010, Deutsche Bank AG (Paris branch) and Lazard Freres Banque acting on behalf of Honeywell Holding France, informed the AMF of Honeywell Holding France's decision, consistent with its previous announcement, to implement a squeeze-out of all of Sperian Protection's shares which are not held by Honeywell Holding France or Honeywell France C, at a price of Euro 116 per share, pursuant to Article L.433-4 III of the French Monetary and Financial Code and to Article 237-14 et seq. of the AMF General Regulations.
The squeeze-out will target all Sperian Protection shares which are not held, directly or indirectly, by Honeywell Holding France or Honeywell France C, i.e., as of October 4, 2010, 47,406 shares representing 0.61% of the share capital and of the voting rights of Sperian Protection. Holders of Sperian Protection shares subject to the squeeze-out will be entitled to receive consideration in the amount of Euro 116 per share, consistent with the price paid by Honeywell Holding France during the offer(2).
In accordance with the timetable published by the AMF in its notice no. 210C0992 dated October 4, 2010, the squeeze-out will be implemented on October 12, 2010, date upon which Sperian Protection shares will be delisted from Eurolist. The indemnification for the shares subject to the squeeze-out will be deposited by Honeywell Holding France, net of fees, on the same date, in a blocked account opened for such purpose with BNP Paribas Securities Services, which will centralize the payment transactions. After the closing of the individual bank accounts by Euroclear France, the account-holding institutions will credit the accounts of Sperian Protection shareholders with the payments owed to them. Any amount that remains unpaid as a result of an unknown beneficiary will be held by BNP Paribas Securities Services for a period of 10 years from the effective date of the squeeze-out. At the expiration of the 10-year period, any unclaimed amount will be transferred to the Caisse des Depots et Consignations and will be available for collection by the beneficiaries subject to the thirty-year period of limitation to the benefit of the French State.
The offer document related to the offer (visa AMF no. 10-191 dated as of June 22, 2010) is available on the AMF's website (www.amf-france.org) and on Honeywell's website (www.honeywell.com/sites/fr) and may be obtained free of charge from:
Deutsche Bank AG Honeywell Holding France Lazard Freres Banque
121 boulevard
Paris Branch 2, rue de l'Avenir Haussmann
3, avenue de Friedland Zone Industrielle Inova 3000 75008 Paris
75008 Paris 88150 Thaon-les-Vosges
(1) Which substituted the bidder in accordance with the information contained in Honeywell Holding France's offer document cleared by the AMF on June 22, 2010 under number 10-191
(2) Taking into account a Euro 1 dividend that was paid to Sperian Protection shareholders on July 2, 2010
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.
Honeywell Contacts:
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Robert C. Ferris
(973) 455-3388
rob.ferris@honeywell.com
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Ilse Schouteden
+32 47 620 9019
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Elena Doom
(973) 455-2222
elena.doom@honeywell.com
SOURCE Honeywell
Web Site: www.honeywell.com
