Information  X 
Enter a valid email address

Honeywell Intl (HON)

  Print      Mail a friend

Tuesday 28 February, 2006

Honeywell Intl

Offer Update

Honeywell International Inc
28 February 2006

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


                                                               February 28, 2006





                          HONEYWELL INTERNATIONAL INC.

                         UPDATE ON REGULATORY PROCESS,
                   LEVELS OF ACCEPTANCE AND OFFER EXTENSION



UBS, on behalf of Honeywell Acquisitions II Limited announces the following
update on the anti-trust process and levels of acceptance and offer extension in
relation to the increased cash offer of 385 pence per First Technology Share
(the 'Increased Offer') for First Technology (the 'Offer') made by UBS on behalf
of Honeywell Acquisitions II pursuant to an offer document dated January 16,
2006 (the 'Offer Document') as revised by the increased offer document dated
January 27, 2006 (the 'Increased Offer Document').



Antitrust Update



Honeywell Acquisitions II reports that all necessary regulatory filings and
applications have been made in connection with the Offer and are subject to
ongoing review within the relevant agencies.



Honeywell Acquisitions II is satisfied with the progress achieved to date,
including the fact that clearance has now been obtained in the United States,
and expects to be in a position to declare that the remaining regulatory
conditions to which the Offer is subject are satisfied within the overall
timescale permitted under the UK Takeover Code.  Further announcements will be
made as appropriate in due course.



Aggregate interests in First Technology Shares



Aggregating holdings acquired through market purchases of and the exercise of
options to acquire First Technology Shares, First Technology Shares subject to
the irrevocable undertakings to accept the Increased Offer, unexercised options
to acquire First Technology Shares that are not subject to the irrevocable
undertakings to accept the Increased Offer and acceptances of the Increased
Offer received as at 3.00 p.m. (London time) on February 27, 2006 as referred to
below, Honeywell Acquisitions II has acquired or contracted to acquire a total
of 48,521,365 First Technology Shares representing in aggregate approximately
64.3 per cent. of First Technology's existing issued share capital.



Extension of the Increased Offer and Outstanding Conditions



The Increased Offer has been extended and will remain open for acceptance,
subject to the terms and conditions set out in the Offer Document and set out or
referred to in the Increased Offer Document, until 1.00 p.m. (London time) on
March 24, 2006. Unless the Increased Offer has become or been declared
unconditional as to acceptances by such time, Honeywell Acquisitions II would be
required to declare the Increased Offer unconditional as to acceptances or to
lapse the Increased Offer on that date. If the Increased Offer becomes or is
declared unconditional as to acceptances, the Increased Offer may be extended
for a further 21 days pending satisfaction of any other conditions.



Accordingly, shareholders are encouraged to continue to accept the Increased
Offer in accordance with the unanimous recommendation of the First Technology
board of directors.




Next Steps



Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Increased Offer Document and in
the Form of Acceptance so as to be received as soon as possible and, in any
event, by not later than 1.00 p.m. (London time) on March 24, 2006.  Any further
extensions of the Increased Offer will be publicly announced by 8.00 a.m.
(London time) on the business day following the day on which the Increased Offer
was otherwise due to expire, or such later time or date as the Panel may agree.



Acceptance levels, interests in First Technology Shares and irrevocable
undertakings to accept the Increased Offer



As at 3.00 p.m. (London time) on February 27, 2006, Honeywell Acquisitions II
had received valid acceptances of the Increased Offer in respect of a total of
39,944,244 First Technology Shares representing approximately 53.0 per cent. of
First Technology's existing issued share capital.

The level of acceptances of the Increased Offer referred to above includes
acceptances received pursuant to irrevocable undertakings to accept the
Increased Offer from the holders of a total of 17,095,684 First Technology
Shares representing in aggregate approximately 22.7 per cent. of First
Technology's existing issued share capital. The acceptances of the Increased
Offer referred to above may be counted towards the acceptance condition to which
the Increased Offer is subject. None of the acceptances of the Increased Offer
referred to above were received from persons acting in concert with Honeywell.



Following market purchases made on January 16, 2006, the announcement of the
grant of call options on January 24, 2006 and the partial exercise of such
options on January 25, 2006, Honeywell Acquisitions II holds:



•                     7,477,121 First Technology Shares representing
approximately 9.9 per cent. of First Technology's existing issued share capital;
and



•                     options to acquire 6,482,452 First Technology Shares
representing approximately 8.6 per cent. of First Technology's existing issued
share capital,



representing, in aggregate, 13,959,573 First Technology Shares representing
approximately 18.5 per cent. of First Technology's existing issued share
capital.  6,382,452 First Technology Shares that are the subject of the options
referred to above are also the subject of irrevocable undertakings referred to
below from First Technology Shareholders to accept the Increased Offer, such
number of options representing approximately 8.5 per cent. of First Technology's
existing issued share capital.



Honeywell Acquisitions II has irrevocable undertakings (as adjusted for the
exercise of options over those First Technology Shares which are also subject to
irrevocable undertakings) to accept the Increased Offer from the holders of a
total of 18,095,684 First Technology Shares representing approximately 24.0 per
cent. of First Technology's existing issued share capital, of which irrevocable
undertakings in respect of 1,000,000 First Technology Shares representing
approximately 1.3 per cent. of First Technology's existing issued share capital
are still outstanding.



In relation to the irrevocable undertaking given by Bruce D Atkinson,
instructions have been given to nominees to accept the Offer in respect of
82,073 First Technology Shares (and such First Technology Shares have been
included in the acceptances relating to irrevocable undertakings referred to
above), however acceptances in respect of such holdings have not yet been
identified.



In relation to the irrevocable undertaking given by Cody Z Slater, instructions
have been given to nominees to accept the Offer in respect of 15,000 First
Technology Shares (and such First Technology Shares have been included in the
acceptances relating to irrevocable undertakings referred to above), however
acceptances in respect of such holdings have not yet been identified.



In relation to the irrevocable undertaking given by Ralph R Whitney Jr.,
instructions have been given to nominees to accept the Offer in respect of
121,877 First Technology Shares (and such First Technology Shares have been
included in the acceptances relating to irrevocable undertakings referred to
above), however acceptances in respect of such holdings have not yet been
identified.



In relation to the irrevocable undertaking given by Morley Fund Management
Limited, instructions have been given to nominees to accept the Offer in respect
of 12,100 First Technology Shares (and such First Technology Shares have been
included in the acceptances relating to irrevocable undertakings referred to
above), however acceptances in respect of such holdings have not yet been
identified.



Save as referred to in this announcement, the Increased Offer Document or the
Original Offer Document, neither Honeywell Acquisitions II nor any person acting
in concert with Honeywell Acquisitions II, had an interest in or a right to
subscribe for relevant securities of First Technology or had any short position
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of any relevant securities of First Technology and neither Honeywell
Acquisitions II nor any person acting in concert with Honeywell Acquisitions II
had borrowed or lent relevant securities of First Technology, save for any
borrowed First Technology Shares which have been either on-lent or sold.



Terms defined or referred to in the Increased Offer Document have the same
meanings in this announcement, save where the context otherwise requires.



Enquiries


UBS Investment Bank                                Tel:  +44 (0) 20 7567-8000
(Financial adviser and broker to Honeywell)
Aidan Clegg
Hugo Robinson

Citigate Dewe Rogerson                             Tel:  +44 (0) 20 7282-2920
(Public relations adviser to Honeywell)
Sarah Gestetner




This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Increased Offer or otherwise.
The Increased Offer is being made solely by the Increased Offer Document, the
Original Offer Document and the Form of Acceptance accompanying the Increased
Offer Document which contains or refers to the full terms and conditions of the
Increased Offer including details of how the Increased Offer may be accepted.
The Increased Offer Document, the Original Offer Document and Form of Acceptance
are being made available to those First Technology Shareholders who are able to
receive them, as a result of the laws of the jurisdictions in which they are
resident.  First Technology Shareholders should read the Increased Offer
Document, the Original Offer Document and Form of Acceptance (if they are able
to receive them) as they contain important information.  The availability of the
Increased Offer to First Technology Shareholders not resident in or solely
subject to the jurisdiction of the United Kingdom may be affected by the laws of
relevant jurisdictions.  First Technology Shareholders who are not resident in
the United Kingdom or who are subject to other jurisdictions should inform
themselves of and observe any applicable requirements.



The Directors of Honeywell Acquisitions II and members of the Executive
Committee accept responsibility for all information contained in this
announcement. To the best of the knowledge and belief of the directors of
Honeywell Acquisitions II and the members of the Executive Committee (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.



The Increased Offer is not being made, directly or indirectly in or into or by
use of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, Australia,
Canada, Japan or the United States, and the Increased Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
Australia, Canada, Japan or the United States.  Accordingly, copies of formal
documentation relating to the Original Offer and the Increased Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed in or into or from Australia, Canada, Japan or the United States and
persons receiving this announcement (including custodians, nominees and
trustees) must not distribute or send them into or from Australia, Canada, Japan
or the United States.  Doing so may render invalid any related purported
acceptance of the Increased Offer.  In the event that Honeywell Acquisitions II
extends the Increased Offer in the US at some future time, it will do so in
satisfaction of the procedural and filing requirements of the US securities laws
at that time, to the extent applicable thereto.



UBS Limited ('UBS' or 'UBS Investment Bank') is acting for Honeywell and
Honeywell Acquisitions II in connection with the Increased Offer and no one else
and will not be responsible to anyone other than Honeywell or Honeywell
Acquisitions II for providing the protections afforded to customers of UBS or
for providing advice in relation to the Increased Offer.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of First Technology, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction.  This requirement will continue
until the date on which the Increased Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends.  If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of First Technology, they will be deemed to
be a single person for the purposes of Rule 8.3.



Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of First Technology by Honeywell or First Technology, or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.



A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.



'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the Code.  If you are in any doubt as to
whether or not you are required to disclose a 'dealing' under Rule 8, you should
consult the Panel.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.



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


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                  

a d v e r t i s e m e n t