Offer forDruck Holdings-Part1

General Electric Company
10 May 2002


General Electric Company
10 May, 2002

PART 1

Not for release, publication or distribution in or into the United States, 
Canada, Japan or Australia

RECOMMENDED CASH OFFERS BY JPMORGAN ON BEHALF OF GE MEASUREMENT & SENSING 
TECHNOLOGIES HOLDINGS, INC., A WHOLLY OWNED SUBSIDIARY OF GENERAL ELECTRIC 
COMPANY, FOR DRUCK HOLDINGS P.L.C.

Summary

The boards of GEMST, a wholly owned subsidiary of GE, and Druck announce that
they have reached agreement on the terms of two recommended cash offers for
Druck to be made by JPMorgan on behalf of GEMST.

The Offers will be made at 350 pence in cash for each Druck Share and value the
whole of Druck's issued share capital at approximately £229 million.

Druck Shareholders will also be entitled to receive and retain a special interim
dividend of 2 pence per Druck Share, which will be paid in lieu of a final
dividend for the year ended 31 March 2002.

The Offers (together with the special interim dividend) represent a premium of
approximately 36.6 per cent. over Druck's 6 month weighted average share price
of 257.6 pence and a premium of 17.3 per cent. over the Closing Price of 300
pence on 8 May 2002, the date prior to the movement in the price of the Druck
Ordinary Shares which led to an announcement on 9 May 2002 that Druck was in
talks that might lead to an offer for the Company.

GEMST has received irrevocable undertakings to accept the Ordinary Offer from
the Directors of Druck and certain of their spouses in respect of 757,890 Druck
Ordinary Shares.  In addition, GEMST has received irrevocable undertakings to
accept the 'A' Ordinary Offer from John Salmon and Mike Bertioli, Directors of
Druck, and from the trustees of their family trusts, in respect of their
shareholdings amounting, in aggregate, to 33,150,000 Druck 'A' Ordinary Shares
and an irrevocable undertaking to accept the 'A' Ordinary Offer from David
Brown, a Director of Druck, in respect of his beneficial holding of 56,500 Druck
'A' Ordinary Shares.  Accordingly, in aggregate, GEMST has received irrevocable
undertakings from the Directors of Druck (and their family members and trusts)
to accept the Offers in respect of 33,964,390 Druck Shares representing
approximately 51.9 per cent. of the total issued Druck share capital.

GEMST has also received irrevocable undertakings to accept the Ordinary Offer
from certain institutional investors in respect of a total of 7,628,451 Druck
Ordinary Shares, representing approximately 23.8 per cent. of the issued Druck
Ordinary Shares and 11.6 per cent. of the total issued share capital of Druck. 
A non binding letter of intent to accept the Ordinary Offer has also been
received in respect of a total of 4,300,174 Druck Ordinary Shares, representing
approximately 13.4 per cent. of the issued Druck Ordinary Shares and 6.6 per
cent. of the total issued share capital of Druck

A loan note alternative will be offered to eligible Druck Shareholders, details
of which will follow in the Offer Document.

Mr. Lloyd Trotter, President and CEO of GE Industrial Systems, a major business
of GE, said:

'We are delighted to reach agreement with the Board of Druck Holdings p.l.c. to
acquire what we believe to be a technology leader in the application of advanced
silicon sensor technologies for pressure measurement and control.  The Druck
acquisition demonstrates again our commitment to expanding our offerings with
what we consider to be innovative, leading technologies that customers demand,
much as we did with the acquisition of the Sensing Solutions Group last year. 
Druck fits perfectly into our growth strategy for the measurement and sensing
components of our business and allows us to offer a more complete line of
products.'

Mr. John Salmon, Chairman of Druck, said:

'I am delighted that we have reached agreement with GE for the recommended
offers. In considering the approach from GE, the Board concluded that the
interests of Druck shareholders, its employees, and its customers would be best
served by combining Druck with a company that would provide Druck with greater
resources and market access in the industry.  Your Board looks forward to Druck
continuing to flourish under GE's parentage.'

This summary should be read in conjunction with the full text of the following
announcement.

ENQUIRIES

GE 
For GE investors/shareholders/media: 
Anne Witkavitch, Investor Relations Tel: [phone]

JPMorgan-financial adviser to GE and GEMST 
Mergers and acquisitions: Tel: [phone] 
Mark Breuer Eamon Brabazon

Druck  Tel: [phone] 
John Salmon, Chairman

Dresdner Kleinwort Wasserstein-financial adviser and broker to Druck  
Tel: [phone] 
Ishbel Macpherson 
Michael Covington

Bankside Consultants Limited-public relations adviser to Druck  
Tel: [phone] 
Charles Ponsonby

This announcement does not constitute an offer or an invitation to purchase any
securities. JPMorgan, which is regulated in the UK by The Financial Services
Authority Limited, is acting exclusively for GE and GEMST and no one else in
connection with the Offers and will not be responsible to anyone other than GE
and GEMST for providing the protections afforded to customers of JPMorgan, or
for providing advice in relation to the Offers or any other matter referred to
in this announcement.

Dresdner Kleinwort Wasserstein, which is regulated in the UK by The Financial
Services Authority Limited, is acting exclusively for Druck and no one else in
connection with the Offers and will not be responsible to anyone other than
Druck for providing the protections afforded to customers of Dresdner Kleinwort
Wasserstein, or for providing advice in relation to the Offers or any other
matter referred to in this announcement. 

The Offers, including the loan note alternative, will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of, the United States, Canada, Australia or
Japan. Accordingly, copies of this announcement are not being, and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan.

  Not for release, publication or distribution in, into or from the United
States, Canada, Japan or Australia.

RECOMMENDED CASH OFFERS BY JPMORGAN ON BEHALF OF GE MEASUREMENT & SENSING
TECHNOLOGIES HOLDINGS, INC., A WHOLLY OWNED SUBSIDIARY OF GENERAL ELECTRIC
COMPANY, FOR DRUCK HOLDINGS P.L.C. 10th May, 2002

Introduction

The Boards of GEMST and Druck announce that they have reached agreement on the
terms of two recommended cash offers to be made by JPMorgan on behalf of GEMST,
a wholly owned subsidiary of GE, to acquire the whole of the issued and to be
issued Druck Ordinary Shares and Druck 'A' Ordinary Shares.  The Offers are
being made at 350 pence in cash for each Druck Share and value the whole of
Druck's issued share capital at approximately £229 million.

Recommendation

The Directors of Druck, who have been so advised by Dresdner Kleinwort
Wasserstein, consider the terms of the Offers to be fair and reasonable. In
providing advice to the Directors of Druck, Dresdner Kleinwort Wasserstein has
taken into account the commercial assessments of the Directors of Druck.
Accordingly, the Directors of Druck will unanimously recommend Druck
Shareholders to accept the Offers.

The Offers

On behalf of GEMST, JPMorgan offers to acquire, subject to the conditions set
out in Appendix I and on the further terms to be set out in the Offer Document
and in the Forms of Acceptance, all of the Druck Shares on the following basis:

for each Druck Share  
350 pence in cash

The Ordinary Offer and 'A' Ordinary Offer will each be at 350 pence in cash per
respective share.  Collectively the Offers value the whole of Druck's issued
share capital at approximately £229 million. 

In addition, Druck Shareholders will also be entitled to receive and retain a
special interim dividend of 2 pence per Druck Share, which will be paid in lieu
of a final dividend for the year ended 31 March 2002. 

The Offers (together with the special interim dividend) represent a premium of
approximately 36.6 per cent. over Druck's 6 month weighted average share price
of 257.6 pence and a premium of 17.3 per cent. over the Closing Price of 300
pence on 8 May 2002, the date prior to the movement in the price of the Druck
Ordinary Shares which led to an announcement on 9 May 2002 that Druck was in
talks that might lead to an offer for the Company.  The Offers will extend to
any Druck Shares issued or unconditionally allotted while the Offers remain open
for acceptance, including any Druck Shares allotted or issued pursuant to the
exercise of options under the Druck Share Schemes. 

The 'A' Ordinary Offer will be conditional on the Ordinary Offer becoming or
being declared unconditional in all respects.

Extraordinary General Meeting

The Articles of Association of Druck prohibit the transfer of Druck 'A'
Ordinary Shares other than by an existing holder to family members or trusts
established for the benefit of his family or for charitable purposes. 
Accordingly, the Directors of Druck will convene an Extraordinary General
Meeting of Druck at which a special resolution will be proposed to alter the
restriction on transfers of Druck 'A' Ordinary Shares contained in the Articles
of Association in order to allow the Offers to proceed.  The Offers will be
conditional on this resolution being passed and on the consent to or sanction of
such resolution by the holders of Druck 'A' Ordinary Shares.

Irrevocable Undertakings

GEMST has received irrevocable undertakings to accept the Ordinary Offer from
the Directors of Druck (and certain of their spouses) in respect of 757,890
Druck Ordinary Shares.  In addition, GEMST has received irrevocable undertakings
to accept the 'A' Ordinary Offer from John Salmon and Mike Bertioli, Directors
of Druck, and from the trustees of their family trusts, in respect of 33,150,000
Druck 'A' Ordinary Shares held by them and an irrevocable undertaking to accept
the 'A' Ordinary Offer from David Brown, a Director of Druck, in respect of his
beneficial holding of 56,500 Druck 'A' Ordinary Shares.  Accordingly, in
aggregate, GEMST has received irrevocable undertakings from the Directors of
Druck (and their family members and trusts) in respect of 33,964,390 Druck
Shares representing approximately 51.9 per cent. of the total issued share
capital of Druck.  The terms of all of these irrevocable undertakings continue
to bind even in the event of a competing offer from a third party.

In addition, GEMST has received irrevocable undertakings to accept the Ordinary
Offer from certain institutional investors in respect of a total of 7,628,451
Druck Ordinary Shares, representing in aggregate approximately 23.8 per cent. of
the issued Druck Ordinary Shares, and 11.6 per cent. of the total issued share
capital of Druck.  These undertakings will cease to be binding in the event of
an offer for the issued share capital of Druck by another party which has a
value, upon announcement, in excess of 367.5 pence per Druck Share.  In addition
a non-binding letter of intent to accept the Ordinary Offer has also been
received in respect of a total of 4,300,174  Druck Ordinary Shares, representing
approximately 13.4 per cent. of the issued Druck Ordinary Shares and 6.6 per
cent. of the total issued share capital of Druck.

Further Details of the Offers

The Druck Shares which are subject to the Offers will be acquired by GEMST fully
paid and free from all liens, charges, equitable interests, encumbrances and any
other third party rights of any nature whatsoever and together with all rights
now or hereafter attaching to them, including the right to receive in full and
retain all dividends and other distributions (if any) subsequently declared,
made or paid other than the special interim dividend of 2 pence per Druck Share
to be paid to the Druck Shareholders on the register of members of Druck at the
close of business on the day immediately preceding the date on which the Offers
become or are declared unconditional in all respects.

Background to and reasons for the Offers

GE actively pursues value enhancing organic and acquired growth opportunities in
its core functional areas. The acquisition of Druck will strengthen GE's
Industrial Systems businesses, thereby promoting revenue and value growth
prospects within the constraints of GE's strict financial criteria.

The acquisition is driven by a strong industrial rationale and is intended to:

- establish GE's position in pressure sensors and calibration equipment;

- introduce innovative products and attract new platforms for continued growth;

- complement and enhance GE's product offering in relation to Industrial 
  Systems; and

- utilise GE's technical skills in the operational optimisation of Druck's
  facilities.

Information on GE and GEMST

GE is one of the world's largest and most diversified industrial corporations. 
GE has engaged in developing, manufacturing and marketing a wide variety of
products for the generation, transmission, distribution, control and utilisation
of electricity since its incorporation in 1892.  Over the years, GE has
developed or acquired new technologies or services that have broadened
considerably the scope of its activities.

GE's products include: major appliances; lighting products; industrial
automation products; medical diagnostic imaging equipment; motors; electrical
distribution and control equipment; locomotives; power generation and delivery
products; nuclear power support services and fuel assemblies; commercial and
military aircraft jet engines; and engineered materials, such as plastics,
silicones and superabrasive industrial diamonds.

GE's services include: product services; electrical product supply houses;
electrical apparatus installation, engineering, repair and rebuilding services;
and computer-related information services.  Through its subsidiary, the National
Broadcasting Company, Inc., GE delivers network television services, operates
television stations, and provides cable programming and distribution services. 
Through another subsidiary, GE Capital Services, Inc., GE offers a broad array
of financial and other services, including consumer financing, commercial and
industrial financing, real estate financing, asset management and leasing,
mortgage services, consumer savings and insurance services, and specialty
insurance and reinsurance.

Following completion of the Offers, Druck will become part of GE Industrial
Systems, a division of GE.  GE Industrial Systems is a leading supplier of
products used to distribute, protect, operate and control electrical power and
equipment; sensors and instrumentation; electronic security systems; as well as
services for commercial and industrial applications.  Major products and
services include circuit breakers, switches, transformers, switchboards,
switchgear, meters, relays, adjustable-speed drives, control and process
automation systems, a full range of AC and DC electric motors, sensors,
electronic security systems, and comprehensive technical engineering and power
management solutions.

Information on Druck

Druck was established in 1972 by John Salmon and Mike Bertioli, floating 10
years later on the London Stock Exchange with sales and profit before tax for
the preceding financial year reported at £3 million and £0.8 million,
respectively.  Since then the Druck Group has grown successfully, reporting
sales and profit before tax of £76.1 million and £14.6 million, respectively, in
the year ended 31 March 2001, Druck's latest audited consolidated results.  

Druck develops and manufactures primarily precision silicon based pressure
measurement products, employing over 1,000 people worldwide. North America and
the United Kingdom are Druck's largest markets representing approximately 39 per
cent. and approximately 14 per cent. of turnover respectively in the year ended
31 March 2001. Druck's other key sales subsidiaries are located in Germany,
France, Italy, the Netherlands, Japan and China. The principal activities of
Druck can broadly be divided between two divisions:

Sensors

Druck is a leading manufacturer of pressure sensors, with its own silicon
processing facilities. Druck conducts multi-disciplined research and development
activities including silicon microengineering, precision analogue and digital
signal processing and miniature electronics and mechanical packaging. 

The key customers for Druck's sensor business are in the aerospace and defence, 
process, subsea, automotive and gas industries.  Accounting for approximately 45
per cent. of Druck's turnover in the year ended 31 March 2001, Druck's sensors 
have a wide variety of applications and continue to provide Druck with good 
opportunities for growth.

Instruments

Approximately a further 45 per cent. of Druck's turnover in the year ended 31
March 2001 is derived from the manufacture of measuring and calibration
instruments, often utilising Druck's own high-performance sensors.  

The instruments produced by Druck comprise three product groups; handheld field
calibrators for the calibration of pressure, temperature and electrical
parameters, mainly within the process industry; primary and secondary pressure
calibrators for the measurement and control of pressure throughout industry and
at National Standards level; and Aviation Ground Support Equipment primarily for
the calibration of cockpit mounted instruments such as altimeters and rate of 
climb indicators. 

Current Trading

In its unaudited interim results for the six months ended 30 September 2001, and
announced on 12 December 2001, the Druck Group reported sales of £37.5m (2000:
£34.6m), profit before tax of £6.3m (2000: £6.2m), net assets of £56.5m (2000:
£49.3m) and net cash of £13.5m (2000: £9.8m).  The Directors of Druck consider
that trading has continued to make satisfactory progress since that date.

Management and Employees

GEMST has given assurances to the Druck Board that, on the Offers becoming or 
being declared unconditional in all respects, the existing employment rights, 
including pension rights, of all employees of Druck will be fully safeguarded. 

Loan Note Alternative

A loan note alternative will be offered to eligible Druck Shareholders, details 
of which will be set out in the Offer Document.

Financing of the Offers

The Offers will be funded from GE's existing cash resources and credit 
facilities.

Druck Share Schemes

The Offers will extend to any Druck Shares issued or unconditionally allotted or
acquired pursuant to the exercise of options under the Druck Share Schemes prior
to the date on which the Offers close (or such earlier date as GEMST may, 
subject to the Code, determine).

GEMST also intends to make appropriate proposals to holders of options under the
Druck Share Schemes to the extent that such options have not been exercised or 
lapsed.

Disclosure of Interests in Druck

As at 9 May 2002, the last business day prior to this announcement and save as 
disclosed in this announcement, neither GEMST, nor any of the directors of 
GEMST, nor their close relatives and related trusts, nor, so far as GEMST is 
aware, any party acting in concert with GEMST, owned or controlled Druck Shares 
or held any options to purchase Druck Shares or had entered into any derivative 
referenced to Druck Shares which remain outstanding or have received any 
irrevocable commitments to accept the Offers.  In the interests of 
confidentiality, GEMST has not made enquiries in this respect of certain parties
 who may be presumed by the Panel to be acting in concert with it for the 
purposes of the Offers.

Compulsory Acquisition and Delisting Procedures

If GEMST receives acceptances under the Offers in respect of, and/or otherwise
acquires, 90 per cent. or more of the Ordinary Shares and the Druck 'A' Ordinary
Shares, to which the Offers relate, GEMST will exercise its right pursuant to
the provisions of sections 428 to 430F of the Companies Act to acquire
compulsorily the remaining Druck Ordinary Shares and the Druck 'A' Ordinary
Shares.  As soon as it is appropriate and possible to do so and subject to the
Offers becoming or being declared unconditional in all respects, GEMST intends
to procure the making of an application by Druck to the UKLA and the London
Stock Exchange for the cancellation of the listing of Druck Ordinary Shares.

Responsibility for Information in this Document

The directors of GEMST and Richard Pease, President of that company, accept
responsibility for the information contained in this document other than the
information relating solely to the Druck Group, the Directors of Druck, their
immediate families and persons connected with the Directors of Druck.  To the
best of the knowledge and belief of the directors of GEMST and Richard Pease
(who have taken all reasonable care to ensure that such is the case), the
information contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

The Directors of Druck accept responsibility for the information contained in
this document relating to the Druck Group, the Directors of Druck, their
immediate families and persons connected with the Directors of Druck.  To the
best of the knowledge and belief of the Directors of Druck (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

General

The formal document relating to the Offers (containing the full terms and
conditions of the Offers) will be dispatched by JPMorgan to Druck Shareholders
and participants in the Druck Share Schemes as soon as practicable and, in any
event, within 28 days after the date of this announcement.

Appendix II contains details of the financial effects of acceptance of the
Offers. Appendix III contains details of the bases and sources of information in
respect of the information contained in this announcement. Appendix IV contains
definitions used in this announcement.

The availability of the Offers to persons outside the UK may be affected by the
laws of the relevant jurisdiction.  Such persons should inform themselves about
and observe any applicable requirements. This announcement does not constitute
an offer or intention to purchase any securities.


ENQUIRIES

GE
For GE investors/shareholders/media:
Anne Witkavitch, Investor Relations Tel: [phone]

JPMorgan-financial adviser to GE and GEMST
Mergers and acquisitions: Tel: [phone]
Mark Breuer
Eamon Brabazon

Druck 
Tel: [phone]
John Salmon, Chairman

Dresdner Kleinwort Wasserstein-financial adviser and broker to Druck 
Tel: [phone]
Ishbel Macpherson
Michael Covington

Bankside Consultants Limited-public relations adviser to Druck 
Tel: [phone]
Charles Ponsonby

This announcement does not constitute an offer or an invitation to purchase any
securities.  JPMorgan, which is regulated in the UK by The Financial Services
Authority Limited, is acting exclusively for GE and GEMST and no one else in
connection with the Offers and will not be responsible to anyone other than GE
and GEMST for providing the protections afforded to customers of JPMorgan, or
for providing advice in relation to the Offers or any other matter referred to
in this announcement.

Dresdner Kleinwort Wasserstein, which is regulated in the UK by The Financial
Services Authority Limited, is acting exclusively for Druck and no one else in
connection with the Offers and will not be responsible to anyone other than
Druck for providing the protections afforded to customers of Dresdner Kleinwort
Wasserstein, or for providing advice in relation to the Offers or any other
matter referred to in this announcement. 

The Offers, including the loan note alternative, will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of, the United States, Canada, Australia or
Japan. Accordingly, copies of this announcement are not being, and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan.




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