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Honeywell expands, acquires EMS Technologies

June 14, 2011, Morris Township, N.J. - Honeywell has signed a definitive agreement to acquire EMS Technologies, Inc. for $33 per share in cash, or an aggregate purchase price of approximately $491 million, net of cash acquired.


June 14, 2011
By Carey Fredericks


Topics

The purchase price translates to approximately 13 times EMS's 2010
earnings before interest, taxes, depreciation and amortization (EBITDA),
or approximately 9 times 2010 EBITDA excluding certain corporate
costs.  The agreement provides for a subsidiary of Honeywell to commence
a tender offer within 10 business days to purchase all outstanding
shares of EMS.

The acquisition will enhance Honeywell's existing capabilities in rugged
mobile computing technologies and satellite communications within its
Automation and Control Solutions (ACS) and Aerospace businesses. EMS's
$181 million Global Resource Management (GRM) division provides highly
ruggedized mobile computing products and services for use in
transportation, logistics, and workforce management settings as well as
secure satellite-based asset tracking and messaging technology for
search and rescue, warehousing, and field force automation environments.
Through its $174 million Aviation division, EMS provides terminals,
antennas, in-cabin network devices, rugged data storage, and
surveillance applications predominantly for use on aircraft and in other
data gathering objectives.

"EMS is a terrific addition to Honeywell, adding leading positions in
attractive markets that are closely aligned with favorable trends in the
growing Command, Control, Communications, Computers, Intelligence,
Surveillance, and Reconnaissance (C4ISR) space and commercial aerospace,
as well as being highly complementary to our existing Scanning and
Mobility business," said Honeywell Chairman and Chief Executive Officer
Dave Cote. "Honeywell is uniquely positioned to acquire EMS due to the
strategic fit across EMS's Global Resource Management and Aviation
divisions.  The acquisition brings engineering expertise, differentiated
technologies, global reach, and profitable adjacent segments that build
upon our great positions in good industries and enhance our growth
profile."

EMS's GRM division offers a broad range of solutions for supply chain
logistics, mobile workforce management, and remote asset monitoring
applications, supported by hundreds of partners worldwide. EMS's proven
mobile resource management solutions include LXE-branded rugged handheld
and vehicle-mounted computers featuring multiple radio technologies and
satellite-based global tracking and monitoring solutions for cargo,
fleet assets, and personnel.

"This is another terrific transaction for our Scanning and Mobility
business," said Honeywell Automation and Control Solutions President and
Chief Executive Officer Roger Fradin. "EMS strengthens our core mobile
computing business and expands our addressable market with complementary
new products, channel partners, and entry into the warehousing and port
segments that we believe will be growth drivers for the business. This
also represents an opportunity to demonstrate our proven acquisition
integration process."

EMS Aviation designs and manufactures satellite-based broadband
communication systems that enable worldwide high-speed Internet and
voice and video capabilities.  The Aviation division serves a broad base
of commercial and defense customers, delivering leading-edge antenna
systems and beam-management capabilities for mobile network-centric
operations, radar for battlefield visibility, and commercial aerospace
connectivity.

"Combining EMS products into our Aerospace business means that Honeywell
can now deliver the next big leap in satcom technology, a key growth
area for aerospace," said Honeywell Aerospace President and Chief
Executive Officer Tim Mahoney.  "Our customers will greatly benefit from
these new products and solutions, enabling them to leverage the strong
global growth of high-speed wireless and satellite data services."

Honeywell has been informed that all directors and officers of EMS
intend to tender all of their respective shares in the Offer.  The Offer
will be subject to the tender of a majority of EMS's shares and
customary closing conditions, including regulatory approvals.  The
transaction is expected to close in the third quarter of 2011. Although
the transaction would be dilutive in 2011 by three to four cents, it is
not expected to impact the company's previously announced 2011 earnings
per share guidance range, and Honeywell anticipates it to be accretive
in 2012. 

The tender offer described in this news release has not been commenced. 
This announcement and the description contained herein is neither an
offer to purchase nor a solicitation of an offer to sell shares of EMS. 
At the time the tender offer is commenced, Honeywell and its
wholly-owned subsidiary, Egret Acquisition Corp., intend to file a
Tender Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal, and other documents relating to the
tender offer and EMS intends to file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. 
Honeywell, Egret Acquisition Corp., and EMS intend to mail these
documents to the stockholders of EMS.  These documents will contain
important information about the tender offer and stockholders of EMS are
urged to read them carefully when they become available.  Stockholders
of EMS will be able to obtain a free copy of these documents (when they
become available) and other documents filed by EMS, Honeywell, or Egret
Acquisition Corp. with the SEC at the website maintained by the SEC at
www.sec.gov.  In addition, stockholders will be able to obtain a free
copy of these documents (when they become available) from the
information agent named in the offer to purchase or from Honeywell.


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