Honeywell Receives U.S. Antitrust Clearance for Acquisition of Sperian Protection

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Jul 16, 2010, 02:30 ET

MORRIS TOWNSHIP, N.J., July 16 /PRNewswire-FirstCall/ -- Honeywell (NYSE: HON) today announced it has received antitrust clearance from the U.S. Federal Trade Commission for its pending all cash tender offer to acquire the shares of Sperian Protection for euro 117 (dividend attached) per Sperian Protection share, which opened on July 12, 2010.

The transaction has already been approved by the French Ministry of Economy, Industry and Employment pursuant to French regulations relating to foreign investments.

The offer has been unanimously recommended by the Sperian Board of Directors, has been cleared by the French Autorite des marches financiers (AMF) on June 22, 2010 and has been opened on July 12, 2010.

The completion of the offer only remains subject to the European Union antitrust clearance and to the successful tender by Sperian's shareholders of shares representing no less than 57% of the fully diluted number of shares (including the stakes of shareholders Essilor and Mrs. Ginette Dalloz).

Honeywell expects the transaction to close in the third quarter of 2010. The exact closing date of the offer will be determined by the AMF once the approval of the European antitrust authority is granted.

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.

The tender offer prospectus (note d'information) cleared by the AMF is available for consultation on the website of the AMF (www.amf-france.org) and of Honeywell (www.honeywell.com/sites/fr) and may be obtained free of charge from:

Deutsche Bank AG	Honeywell Holding France	Lazard Freres Banque
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Honeywell (www.honeywell.com) 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 York, London, and Chicago Stock Exchanges. For more news and information on Honeywell, please visit www.honeywellnow.com.

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 statements.

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