Final Results Confirm Success of Honeywell Tender Offer for Sperian Protection

By Honeywell, PRNE
Thursday, September 9, 2010

MORRIS TOWNSHIP, New Jersey, September 10, 2010 - Honeywell (NYSE: HON) announced today that the French Autorite des
marches financiers (AMF) published today the final results of the tender
offer initiated by Honeywell on Sperian Protection, which confirm the
preliminary results published on September 8, 2010. Including the 5,388,340
shares tendered to the offer and the 2,163,168 shares acquired from Essilor
International, the Societe Civile Familiale Dalloz and Mrs. Dalloz on August
9, 2010
, Honeywell will hold after the settlement-delivery expected to occur
on September 15, 2010, 7,551,508 shares representing 97.48% of the share
capital and 97.45% of the voting rights of Sperian Protection on the basis of
the share capital issued on September 7, 2010.

Subsequent tender offer to be open between September 13 and September 24,

In order to enable Sperian security holders who have not yet tendered
their securities to benefit from the offer and in accordance with articles
232-4 and 232-16 of the Reglement General ("General Regulation") of the AMF,
Honeywell's offer will be reopened between September 13 and September 24,
. The terms of the subsequent offer remain the same as those listed in
the note d'information related to the offer, which has received AMF visa no.
10-191 on June 22, 2010 and in particular its section 2.11, which indicates
that Sperian shareholders can either tender their shares by selling them on
the market and be paid three trading days after the sale, or tender their
shares as part of the subsequent tender offer centralized by Euronext and get
paid on the date of the settlement and delivery of the subsequent offer,
which is expected to be October 7.

Honeywell confirmed its previously announced intent to request, within a
three-month period from the subsequent offer's closing date, the
implementation of a mandatory squeeze-out (retrait obligatoire) of the
Sperian shares, for a consideration per share equal to Euro 116, as the
shares that have not been tendered to the offer represent not more than 5% of
the capital or of the voting rights of Sperian Protection.

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.

The tender offer prospectus (note d'information) cleared by the AMF is
available for consultation on the website of the AMF
( and of Honeywell
( and may be obtained free of charge from:

      Deutsche Bank AG      Honeywell Holding France    Lazard Freres Banque
     Succursale de Paris      2, rue de l'Avenir      121 boulevard Haussmann
    3, avenue de Friedland   Zone Industrielle Inova        75008 Paris
         75008 Paris                  3000
                             88150 Thaon-les-Vosges

Honeywell ( 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
, London, and Chicago Stock Exchanges. For more news and information on
Honeywell, please visit

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

    Honeywell Contacts:
    U.S. Media                      Investor Relations
    Robert C. Ferris                Elena Doom
    +1-973-455-3388                 +1-973-455-2222

    Europe Media
    Ilse Schouteden

U.S. Media: Robert C. Ferris, +1-973-455-3388, rob.ferris at, or Investor Relations: Elena Doom, +1-973-455-2222, elena.doom at, or Europe Media: Ilse Schouteden, +32-47-620-9019, ilse.schouteden at, all of Honeywell

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