UPDATE 3-Honeywell to buy France’s Sperian for $1.1 bln

* $1.4 bln value includes about $300 mln in debt

* Bids 117 euros/shr

* Honeywell shares down 2 percent
(Adds details on offer, background; previous dateline BOSTON)

BOSTON/NEW YORK, May 19 (BestGrowthStock) – Diversified U.S.
manufacturer Honeywell International Inc (HON.N: ) said on
Wednesday it has reached a deal to buy French personal
protection equipment maker Sperian Protection (SPEP.PA: ) for
$1.1 billion in cash.

Honeywell’s 117 euros-per-share offer for the maker of face
masks and other protective equipment tops a prior bid by French
holding company Menelas, owned by Cinven Investment Fund, which
in March offered 70 euros per share for Sperian.

Sperian’s board unanimously approved the Honeywell offer.
The U.S. company has already signed agreements to buy the
stakes of Sperian’s two largest shareholders, Essilor (ESSI.PA: )
and Ginette Dalloz, which own 15 percent and 13.2 percent of
the company’s shares, respectively.

Honeywell, based in Morris Township, New Jersey, will now
have to submit its offer to the rest of Sperian’s investors.
The company needs 57 percent of Sperian’s shares to be
tendered, including the 28.2 percent it agreed to buy, in order
to close the deal.

Honeywell has been building its presence in the protective
equipment business in recent years, notably through its $1.2
billion 2008 takeover of Norcross Safety Products.

Sperian makes products ranging from protective face and
glasses to industrial clothing and shoes. It will be combined
with Honeywell’s Automation and Control Solutions’ Life Safety

Honeywell said its offer represented a 93 percent premium
to Sperian’s share price prior to Cinven’s bid. It expects the
deal dilute earnings by 4 cents per share in 2010 and be
accretive in 2011.

A Honeywell spokesman said the total $1.4 billion deal
value included the assumption of about $300 million in debt.

The deal requires clearance by EU, U.S. and French
regulators. Honeywell expects the deal to close in the third

Deutsche Bank and Lazard advised Honeywell on the deal.

Honeywell’s shares fell 2 percent, or 90 cents, to $43.82
on the New York Stock Exchange at mid-afternoon.
($1=1.22 euro)

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(Reporting by Scott Malone and Michael Erman, Editing by
Gerald E. McCormick, Maureen Bavdek and Richard Chang)

UPDATE 3-Honeywell to buy France’s Sperian for $1.1 bln