– 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 30th (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 guidance
Honeywell and Sperian Protection 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.
“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.”