15th Jan 2007 07:01
Smiths Group PLC15 January 2007 FOR IMMEDIATE RELEASE 15 January 2007 SMITHS GROUP PLC AND GENERAL ELECTRIC COMPANY SMITHS GROUP PLC AND GENERAL ELECTRIC COMPANY SIGN LETTER OF INTENT TO FORM SMITHS GE DETECTION Smiths Group plc ("Smiths") and General Electric Company ("GE") announce thatthey have signed a letter of intent (the "Letter of Intent") to form Smiths GEDetection (the "JV"). Smiths will own 64% and GE will own 36% of the JV. The JV will combine Smiths Detection with GE Homeland Protection to create aleading global business serving the fast-growing detection and homelandprotection markets. Smiths GE Detection will offer a broad range of technologies to deliverintegrated solutions to meet the rapidly evolving requirements of governmentsand other customers globally. By combining each parent's technologicalcapabilities and the research and innovation resources available at GE's GlobalResearch Center, Smiths GE Detection will be well positioned to deliver the nextgeneration of technologically advanced detection and homeland protectionequipment worldwide. The board of the JV will be chaired by Keith Butler-Wheelhouse, the ChiefExecutive of Smiths, and will consist of four Smiths and two GE representatives.The JV brings together two outstanding management teams and will be led byStephen Phipson, currently Group Managing Director of Smiths Detection, as itsfirst President. Smiths and GE will now move to signing definitive agreements as soon aspracticable based on the principles set out in the Letter of Intent. Smiths andGE have agreed to an exclusivity period in which to reach a final agreement inrelation to the JV. The parties view this as a long-term commitment, with no voluntary exit rightsfor the first five years. It should be noted that the provisions of the Letterof Intent do not allow for GE to call Smiths interest in the JV at any timeduring the life of the JV, except in the event of a change of control of Smithswithin 30 months of completion of the transaction. Following this 30 monthperiod, a change of control event at Smiths will entitle GE to put its interestin the JV to Smiths. Completion of the JV will be conditional, inter alia, on the consent of theSmiths and GE boards, Smiths shareholder consent, certain regulatory approvalsand the completion of the sale of Smiths Aerospace Division to GE. Keith Butler-Wheelhouse, Chief Executive of Smiths, commented: "Smiths is delighted to be joining forces with GE in a long-term partnership tocreate a leading global detection business. Our two organisations bring togethera wealth of experience in the detection business and a broad range ofcomplementary technologies. Access to the substantial technology resources andresearch capabilities of GE will accelerate new product development and help ourcustomers make the world a safer place." Jeff Immelt, Chairman and Chief Executive Officer of GE, commented: "We are delighted to bring our detection assets to the Smiths GE Detection jointventure. Under the leadership of Stephen Phipson and the combined executiveteam, there is no doubt that our complementary capabilities will enable us tobring new enhanced detection solutions to customers more rapidly. We lookforward to a long-term relationship with Smiths to create a dynamic andinnovative business to serve the growing global detection market." A presentation for analysts and investors will be hosted today at 9:30am (UKtime) at the Savoy Hotel, Strand, London WC2R 0EU by Keith Butler-Wheelhouse,Chief Executive of Smiths, and Jeff Immelt, Chairman and Chief Executive Officerof GE. The event will be webcast live at www.smiths.com. Alternatively,interested parties can listen in to the live briefing via telephone by calling+44 (0) 20 7138 0816 or +1 718 354 1171 (listen only). An interview with KeithButler-Wheelhouse and Jeff Immelt can be seen on www.smiths.com andwww.cantos.com For media, a joint press conference will be hosted today at 11:30am (UK time) atthe Savoy Hotel, Strand, London WC2R 0EU. Contacts: Smiths Group plc +44 (0) 20 8458 3232Russell Plumley (Investor Relations)Chris Fox (Media) Lead Financial Adviser Evercore Partners +44 (0) 20 7268 2712Bernard TaylorJulian Oakley Joint Financial Advisers and Brokers Credit Suisse +44 (0) 20 7888 8888James Leigh-PembertonAlex Phillips JPMorgan Cazenove +44 (0) 20 7588 2828David MayhewEdmund Byers PR Adviser Brunswick +44 (0) 20 7404 5959Jon ColesJonathan Glass General Electric Company +1 203 373 3193Russell Wilkerson Tulchan Communications +44 (0) 20 7353 4200Andrew GrantKirstie Hamilton Evercore Partners Limited ("Evercore Partners"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Smiths and no one else in connection with the matters referred to in thisannouncement and will not be responsible to any person other than Smiths forproviding the protections afforded to clients of Evercore Partners, or forproviding advice in relation to these matters. Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorisedand regulated in the United Kingdom by the Financial Services Authority, isacting for Smiths and no one else in connection with the matters referred to inthis announcement and will not be responsible to any person other than Smithsfor providing the protections afforded to clients of Credit Suisse, or forproviding advice in relation to these matters. JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Smiths and no one else in connection with the matters referred to in thisannouncement and will not be responsible to any person other than Smiths forproviding the protections afforded to clients of JPMorgan Cazenove, or forproviding advice in relation to these matters. About Smiths Smiths (LSE: SMIN), a FTSE listed company with a market capitalisation ofapproximately £5.6 billion, is a global applied technology business withmarket-leading positions worldwide in its three chosen areas of specialisation.Its customers range from defence contractors to petrochemical companies tohospitals. Headquartered in London, Smiths has its manufacturing businessesprincipally in the U.K., U.S.A. and continental Europe. For more information,visit the Company's website at www.smiths.com. About Smiths Detection Smiths Detection is part of the global technology business Smiths Group. Itoffers advanced integrated security solutions for customers in commercial andmilitary markets worldwide and is a leading technology developer andmanufacturer of sensors that detect and identify explosives, chemical andbiological agents, weapons, and contraband. Its advanced technology securitysolutions also include Smiths Heimann x-ray imaging systems, millimetre-wavetechnology and a specialist software supply business for the management of largesensor and video surveillance networks. Separate business units focus on relatedproducts for the life sciences, and food manufacturing industries. About GE GE (NYSE: GE) is Imagination at Work - a diversified technology, media andfinancial services company focused on solving some of the world's toughestproblems. With products and services ranging from aircraft engines, powergeneration, water processing and security technology to medical imaging,business and consumer financing, media content and advanced materials, GE servescustomers in more than 100 countries and employs more than 300,000 peopleworldwide. For more information, visit the GE website at www.ge.com About GE Security GE's Security business is a wholly owned subsidiary of General Electric Company(NYSE: GE) focused on communication and information technologies for securityand life safety solutions. GE Security has more than 6,500 employees withoperations in over 35 countries and is represented by some of the best-knownbrand names for intrusion and fire detection, access and building control, videosurveillance, explosives and drug detection, key management and structuredwiring. The Homeland Protection business is focused on explosives and narcoticsdetection and has approximately 730 employees located in the U.S., Europe andAsia. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Smiths GroupGEC.L