Honeywell Announces Results of Subsequent Offer for Sperian Protection's Shares and Implementation of Squeeze-out

By Honeywell, PRNE
Sunday, October 3, 2010

MORRIS TOWNSHIP, New Jersey, October 4, 2010 - 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 (
and on Honeywell's website ( 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 ( 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 Europe Media, Ilse Schouteden, +32-47-620-9019, ilse.schouteden at, or Investor Relations, Elena Doom, +1-973-455-2222, elena.doom at, all of Honeywell

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