Final Results Confirm Success of Honeywell Tender Offer for Sperian Protection

MORRIS TOWNSHIP, N.J., Sept. 10 /PRNewswire-FirstCall/ -- Honeywell (NYSE: HON) announced today that the French Autorite des marches financiers (AMF) published today the final results of the tender offer initiated by Honeywell on Sperian Protection, which confirm the preliminary results published on September 8, 2010. Including the 5,388,340 shares tendered to the offer and the 2,163,168 shares acquired from Essilor International, the Societe Civile Familiale Dalloz and Mrs. Dalloz on August 9, 2010, Honeywell will hold after the settlement-delivery expected to occur on September 15, 2010, 7,551,508 shares representing 97.48% of the share capital and 97.45% of the voting rights of Sperian Protection on the basis of the share capital issued on September 7, 2010.

Subsequent tender offer to be open between September 13 and September 24, 2010

In order to enable Sperian security holders who have not yet tendered their securities to benefit from the offer and in accordance with articles 232-4 and 232-16 of the Reglement General ("General Regulation") of the AMF, Honeywell's offer will be reopened between September 13 and September 24, 2010. The terms of the subsequent offer remain the same as those listed in the note d'information related to the offer, which has received AMF visa no. 10-191 on June 22, 2010 and in particular its section 2.11, which indicates that Sperian shareholders can either tender their shares by selling them on the market and be paid three trading days after the sale, or tender their shares as part of the subsequent tender offer centralized by Euronext and get paid on the date of the settlement and delivery of the subsequent offer, which is expected to be October 7.

Honeywell confirmed its previously announced intent to request, within a three-month period from the subsequent offer's closing date, the implementation of a mandatory squeeze-out (retrait obligatoire) of the Sperian shares, for a consideration per share equal to Euro 116, as the shares that have not been tendered to the offer represent not more than 5% of the capital or of the voting rights of Sperian Protection.

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:

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.

SOURCE Honeywell

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