Offer Update: ECMR process

7 Feb 2005 07:00

Honeywell International Inc07 February 2005 Not for release, publication or distribution in or into Australia, Canada, Japan or the United States FOR IMMEDIATE RELEASE February 7, 2005 HONEYWELL INTERNATIONAL INC. Offer update: ECMR process Recommended cash offers by JPMorgan on behalf of Honeywell Acquisitions Limited(a wholly-owned subsidiary of Honeywell International Inc.) for Novar plc Honeywell Acquisitions Limited ("Honeywell Acquisitions") announces that, at therequest of the European Commission ("Commission"), it is today re-submitting itsapplication for clearance pursuant to Council Regulation (EC) 139/2004 ("ECMR")with respect to its cash offers for Novar plc ("Novar") in order to provide theCommission with alternative market analyses. The board of Honeywell Acquisitions has been informed by the Commission that theCommission has taken this step only as a procedural requirement and that itshould not be interpreted as the existence of any substantive issues arising onthe merits of the case. Honeywell Acquisitions still expects to complete thistransaction in the first quarter of 2005. Enquiries: Ilse Schouteden (Honeywell) Tel: + 32 2 642 41 43 This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Offers or otherwise. JPMorgan, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for Honeywell and the Offeror in connection with the Offersand no one else and will not be responsible to anyone other than Honeywell orthe Offeror for providing the protections afforded to customers of JPMorgan orfor providing advice in relation to the Offers. The contents of thisannouncement have been approved by J.P. Morgan plc of 125 London Wall, LondonEC2Y 5AJ. The directors of the Offeror and members of the Executive Committee acceptresponsibility for all information contained in this announcement. To the bestof the knowledge and belief of the directors of the Offeror and the members ofthe Executive Committee (who have taken all reasonable care to ensure that suchis the case), the information contained in this announcement is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. The Offers will not be made, directly or indirectly, to, or for the account orbenefit of, US Persons or in or into, or by use of the mails or any other meansor instrumentality (including, without limitation, telephonic or electronic) ofinterstate or foreign commerce of, or any facility of a national, state or othersecurities exchange of, Australia, Canada, Japan or the United States, and theOffers will not be capable of acceptance by or for the account or benefit of USPersons or by any such use, means, instrumentality or facility or from withinAustralia, Canada, Japan or the United States. Accordingly, copies ofdocumentation relating to the Offers are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed to, or sent to, or forthe account or benefit of, US Persons or in or into or from Australia, Canada,Japan or the United States and persons receiving this announcement (includingcustodians, nominees and trustees) must not distribute or send it into or fromAustralia, Canada, Japan or the United States. Doing so may render invalid anyrelated purported acceptance of the Offers. In the event that Honeywell extendsthe Offers in the US or to or for the account or benefit of US Persons at somefuture time, it will do so in satisfaction of the procedural and filingrequirements of the US securities laws at that time, to the extent applicablethereto. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. This information is provided by RNS The company news service from the London Stock Exchange