Merger -TI Grp - Summary Pt.1

Smiths Industries PLC
18 September 2000



Part 1

                           Proposed Merger of 

                          Smiths Industries Plc

                                 and 

                            TI Group plc

The Boards of Smith Industries plc and TI Group plc are pleased to announce that
they have unanimously agreed the terms of a merger of their two companies. The
Merger will create a new force in specialist engineering with a pro forma
combined market capitalisation of approximately £4.5 billion (based on the
London Stock Exchange closing market prices for the two companies on 15
September 2000).  Smiths Industries and TI Group Shareholders will hold
approximately 57.6 per cent and 42.4 per cent, respectively of the enlarged
issued ordinary share capital of Smiths Industries following completion of the
Merger.

The Merger will create:

- a group comprising four world leading businesses in the aerospace, medical,   
 sealing solutions and industrial equipment sectors with exposure to high       
growth markets

- a group with combined sales of approximately £3 billion with the management,  
 resources and scale to take advantage of opportunities to develop its chosen   
businesses

- a group with attractive financial characteristics including high operating    
 margins, strong cash flows and a strong balance sheet

- a global organisation with a strong presence in the US, Europe and 
  Asia-Pacific and a worldwide distribution capability

- a stronger combined management team with complementary cultures

- substantial opportunities in the combined aerospace division, arising from 
  reinforced first tier status and complementary customer bases

- the opportunity to make initial cost savings of at least £25 million in the 
  first full year of trading following completion of the Merger

Under the terms of the Merger, TI Group Shareholders will receive 0.46 of a new
Smiths Industries Share for every TI Group Share.  In addition, subject to the
Merger becoming effective.  TI Group Shareholders will be entitled to receive a
special interim dividend of 12p per TI Group Share payable by TI Group for the
year ending 31 December 2000.

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