Fairchild Acquisition

Smiths Industries PLC
27 September 2000


Smiths Industries $100 million acquisition
strengthens Aerospace activities further 

Smiths Industries is adding further to its international aerospace activities
with the acquisition of the Fairchild Defense division of Orbital Sciences
Corporation. Fairchild is one of the leading US manufacturers of data
recording and analysis systems used extensively in military aircraft.  The
Fairchild business and assets are being acquired for $100 million (£69m),
payable in cash.

Commenting on the deal, chief executive Keith Butler-Wheelhouse said: 'This is
another step consolidating our position as a first tier supplier in the
advanced electronics sector of the aerospace industry.  The combined effect of
our three aerospace acquisitions this year, including Fairchild, and the
planned merger with TI Group, will be to take our annual sales to that market
to around $2 billion.  That's three times the level we were at a year ago. 
The fundamentals of the Fairchild business are very attractive, including
strong contracts on current production aircraft; major business in aircraft
upgrades; market leadership and technical depth in its key products; and
technologies compatible with our own.'

Recent aerospace acquisitions have greatly extended the scope of Smiths
Industries' technologies into systems located throughout the aircraft.
Fairchild manufactures sub-systems and equipment which control many vital
functions and has developed the intelligent electronic control of those
systems. The combination of Fairchild Defense with existing 'Data Management'
activities significantly enhances Smiths Industries' position as a leading
systems integrator to the aircraft prime manufacturers.

Fairchild Defense brings to $378 million (£268m) the investment  in aerospace
acquisitions for Smiths Industries since January 2000, following the purchase
of Invensys Aerospace division, and Marconi Actuation Systems from BAE.   In
addition, the company has recently announced a merger with the TI Group, which
will create a new force in specialist engineering with sales of around $4.5
billion (£3bn). Including TI Group's Dowty Aerospace, the new company's
business in the aerospace sector will be some $2 billion, with an even balance
between civil and defence sales. 
 
The principal product strengths of the Fairchild business are systems which
record, organise and transfer information.  Smiths Industries makes
complementary products such as voice and data recorders, data transfer
equipment and health & usage monitoring systems (HUMS) which currently operate
independently.  As a result, customers will  be provided with complete
end-to-end solutions for systems which sense, acquire, analyse and report
information on the aircraft, its systems and its mission.   

Fairchild Defense had sales of $76m (£54m) in 1999 on which it earned
operating profits of $10.3m (£7m). The acquisition is expected to be earnings
enhancing in its first full year with Smiths Industries. The value of net
tangible assets being acquired is approximately $34m. The consideration will
be paid in cash, on completion, which is expected in about one month, and is
subject to approval by the US regulatory authorities. 


In addition to advanced aerospace systems and equipment, Smiths Industries is
a leading supplier of medical systems and specialised engineering products.
Further information is available on the company's website:
www.smiths-industries.com.

Press enquiries to:
Russell Plumley or Richard Bayliss
Tel: [phone]


Note to editors:

In addition to data recording and analysis systems, Fairchild Defense has also
developed an advanced mission planning system, a ground based simulation
package that enables pilots to prepare their missions in detail.  The system
complements similar technologies employed by Smiths Industries for post-flight
evaluation of data recorded during the mission.  In the future, a linkup of
mission planning with the processing of flight recording and diagnostic data
could yield a powerful single support system for military forces.
 
Among the production aircraft which currently provide Fairchild with
substantial business are the F-22 Raptor (Fairchild won the F-22 'Most
Valuable Player' award for 1999), the F-16 fighter and the French Mirage
2000-9.  Some 50% of Fairchild's orders are now derived from markets outside
the US, both on aircraft exported by the US and on platforms manufactured by
other countries. 

Significant orders have recently been secured on the F-16 Block 60 upgrades in
the Middle East, the first of a sizeable number of international F-16 upgrades
that will occur over the next 10 years.

Fairchild Defense is being divested by Orbital Sciences Corporation, one of
the world's leading space technology and satellite services companies. Based
in Germantown, Maryland, Fairchild employs 420 people.