HON.L Regulatory News (HON)

25 Jan 2006 17:39

First Technology PLC25 January 2006 Offer update - replacement This announcement replaces the previous RNS announcement reference 4538Xreleased at 16:33 25 Jan 06, and is amended to include notification that theannouncement is not for release, publication or distribution in or intoAustralia, Canada, Japan or the United States or any other jurisdiction where itwould be unlawful to do so. All other information remains unchanged. Not for release, publication or distribution in or into Australia, Canada, Japanor the United States or any other jurisdiction where it would be unlawful to do so Offer update First Technology PLC ("First Technology" or the "Company") The Board of First Technology notes the announcement made today by HoneywellInternational Inc. ("Honeywell") regarding its increased offer for the Companyat 385 pence per share. The Board also notes the announcement from DanaherCorporation ("Danaher") that its offer for First Technology remains at 330 penceper share and will not be increased. The Board of First Technology is pleased to recommend unanimously the increasedHoneywell offer. In so doing, the Board withdraws its recommendation of theDanaher offer. Dr Fred J Westlake, Chairman of First Technology, commented: "The increased offer from Honeywell provides full and fair value to FirstTechnology shareholders and represents a substantial premium to the offer fromDanaher. "The companies' compelling strategic fit and complementary growth cultures willprovide customers with a broad global array of innovative products andtechnologies. The marriage of First Technology's leadership in portable gasdetectors with Honeywell's leadership in fixed gas detectors providessignificant growth opportunities and operational synergies. First Technologywill be able to expand its global reach through Honeywell's established salesand distribution channels. Both companies place a high priority on quicklybringing innovative new sensor products and technologies to market that meet theneeds of customers. We are confident that this combination will best allow FirstTechnology to reach its full potential." Enquiries: First TechnologyJeff Wood Tel: +44 (0) 1784 221 500Oliver Burns Dresdner Kleinwort Wasserstein (financial adviser and broker to FirstTechnology)Mark Hammond Tel: +44 (0) 20 7623 8000Angus Kerr(Corporate Broking) Cardew Group (public relations adviser to First Technology)Anthony Cardew Tel: +44 (0) 20 7930 0777Nadja Vetter Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by theFinancial Services Authority, is acting for First Technology and for no one elsein connection with the contents of this announcement and will not be responsibleto anyone other than First Technology for providing the protections afforded tocustomers of Dresdner Kleinwort Wasserstein Limited or for affording advice inrelation to the contents of this announcement or any matters referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1 per cent. or more of any class of "relevant securities" of First Technology,all "dealings" in any "relevant securities" of that company (including by meansof an option in respect of, or a derivative referenced to, any such "relevantsecurities") 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. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of First Technology, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of First Technology by the offeror or the offeree company, or by anyof 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 relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange