MORRIS TOWNSHIP, N.J.,
June 27, 2011 /PRNewswire/ --
Honeywell (NYSE: HON) today announced that its wholly-owned
subsidiary, Egret Acquisition Corp., is commencing its
previously-announced cash tender offer for all of the outstanding
shares of common stock of EMS Technologies, Inc. (NASDAQ: ELMG),
including the associated common stock purchase rights, at a price
of $33 per share, without interest
and net of applicable withholding taxes.
Following the successful completion of the tender offer, and
subject to the satisfaction of certain conditions, Egret
Acquisition Corp. will complete a second-step merger in which
remaining EMS shares (other than shares for which dissenters'
rights have been exercised) will be converted into the right to
receive the same per share price paid in the tender offer and EMS
will become a wholly-owned subsidiary of Honeywell.
The completion of the tender offer is subject to certain
conditions, including, among others, the valid tendering without
withdrawal of EMS shares representing at least a majority of the
outstanding shares of EMS common stock on a fully-diluted basis and
the receipt of regulatory approvals.
Egret Acquisition Corp. is filing with the Securities and
Exchange Commission (SEC) today a tender offer statement on
Schedule TO, including an offer to purchase and related letter of
transmittal, setting forth the terms of the tender offer. EMS
is also filing with the SEC today a solicitation / recommendation
statement on Schedule 14D-9 setting forth, among other things, the
recommendation of the EMS board of directors that EMS' stockholders
tender their shares into the tender offer.
The tender offer will expire at 12:00 midnight, New York City time, on July 25, 2011, unless extended in accordance with
the terms of the previously-announced merger agreement and
applicable SEC rules and regulations.
IMPORTANT NOTICE: This press release is neither an offer to
purchase nor a solicitation of an offer to sell shares of EMS
Technologies, Inc. (EMS). Egret Acquisition Corp. will file
a tender offer statement on Schedule TO with the Securities and
Exchange Commission (SEC) in connection with the commencement of
the offer, and thereafter EMS will file a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other offer documents) and the solicitation/recommendation will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials will be sent free of charge to all
stockholders of EMS when available. In addition, all of these
materials (and any other materials subsequently filed with the SEC)
will be available at no charge from the SEC through its website at
www.sec.gov. Free copies of the tender offer statement and
related materials may also be obtained by directing a request to
D.F. King & Co., Inc., 48 Wall
Street, 22nd Floor, New York,
N.Y. 10005 or by calling toll-free (800) 290-6429.
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.
Other risks and uncertainties relating to the tender offer
and acquisition of EMS include the satisfaction of closing
conditions for the acquisition, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and the tender of the
requisite number of the outstanding shares of EMS common stock, the
possibility that the acquisition will not be completed, or if it is
completed that it will not close within the anticipated time
period, or that any anticipated benefits of the acquisition to
Honeywell will not be realized. 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.
Media
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Investor
Relations
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Robert C. Ferris
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Elena Doom
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(973) 455-3388
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(973) 455-2222
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rob.ferris@honeywell.com
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elena.doom@honeywell.com
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SOURCE Honeywell