Honeywell to Offer to Acquire Sperian Protection in US$1.4 Billion Transaction; Combination With Honeywell Safety Products to Create US$1.8 Billion Global Personal Protection Equipment (PPE) Business

By Honeywell, PRNE
Tuesday, May 18, 2010

MORRIS TOWNSHIP, New Jersey and PARIS, May 19, 2010 - — Honeywell to make euro 117 per share all-cash tender offer for Sperian
Protection shares representing a 93% premium on the spot price as of March
(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

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

"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 Morandiere, 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

"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 "Autorites des Marches
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 "Ministere 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

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 euro 117 per share. This sale is subject to EU and U.S.
anti-trust clearance and to the approval of the Ministere de l'Economie, 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
, 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 euro 660
in 2009.

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

Sperian Protection ( 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

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                        Investor Relations
    Robert C. Ferris                  Elena Doom
    +1-973-455-3388                   +1-973-455-2222

    Europe Media                      Sperian Contact:
    Ilse Schouteden                   Christophe Mathy
    +32-47-620-9019                   +33-(0)1-49-90-79-72

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; or Sperian Contact, Christophe Mathy, +33(0)1-49-90-79-72, cmathy at

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