Smiths Detection and GE
Smiths Group PLC
15 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 that
they have signed a letter of intent (the 'Letter of Intent') to form Smiths GE
Detection (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 a
leading global business serving the fast-growing detection and homeland
protection markets.
Smiths GE Detection will offer a broad range of technologies to deliver
integrated solutions to meet the rapidly evolving requirements of governments
and other customers globally. By combining each parent's technological
capabilities and the research and innovation resources available at GE's Global
Research Center, Smiths GE Detection will be well positioned to deliver the next
generation of technologically advanced detection and homeland protection
equipment worldwide.
The board of the JV will be chaired by Keith Butler-Wheelhouse, the Chief
Executive of Smiths, and will consist of four Smiths and two GE representatives.
The JV brings together two outstanding management teams and will be led by
Stephen Phipson, currently Group Managing Director of Smiths Detection, as its
first President.
Smiths and GE will now move to signing definitive agreements as soon as
practicable based on the principles set out in the Letter of Intent. Smiths and
GE have agreed to an exclusivity period in which to reach a final agreement in
relation to the JV.
The parties view this as a long-term commitment, with no voluntary exit rights
for the first five years. It should be noted that the provisions of the Letter
of Intent do not allow for GE to call Smiths interest in the JV at any time
during the life of the JV, except in the event of a change of control of Smiths
within 30 months of completion of the transaction. Following this 30 month
period, a change of control event at Smiths will entitle GE to put its interest
in the JV to Smiths.
Completion of the JV will be conditional, inter alia, on the consent of the
Smiths and GE boards, Smiths shareholder consent, certain regulatory approvals
and 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 to
create a leading global detection business. Our two organisations bring together
a wealth of experience in the detection business and a broad range of
complementary technologies. Access to the substantial technology resources and
research capabilities of GE will accelerate new product development and help our
customers 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 joint
venture. Under the leadership of Stephen Phipson and the combined executive
team, there is no doubt that our complementary capabilities will enable us to
bring new enhanced detection solutions to customers more rapidly. We look
forward to a long-term relationship with Smiths to create a dynamic and
innovative business to serve the growing global detection market.'
A presentation for analysts and investors will be hosted today at 9:30am (UK
time) at the Savoy Hotel, Strand, London WC2R 0EU by Keith Butler-Wheelhouse,
Chief Executive of Smiths, and Jeff Immelt, Chairman and Chief Executive Officer
of 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 Keith
Butler-Wheelhouse and Jeff Immelt can be seen on www.smiths.com and
www.cantos.com
For media, a joint press conference will be hosted today at 11:30am (UK time) at
the Savoy Hotel, Strand, London WC2R 0EU.
Contacts:
Smiths Group plc +44 (0) 20 8458 3232
Russell Plumley (Investor Relations)
Chris Fox (Media)
Lead Financial Adviser
Evercore Partners +44 (0) 20 7268 2712
Bernard Taylor
Julian Oakley
Joint Financial Advisers and Brokers
Credit Suisse +44 (0) 20 7888 8888
James Leigh-Pemberton
Alex Phillips
JPMorgan Cazenove +44 (0) 20 7588 2828
David Mayhew
Edmund Byers
PR Adviser
Brunswick +44 (0) 20 7404 5959
Jon Coles
Jonathan Glass
General Electric Company +1 203 373 3193
Russell Wilkerson
Tulchan Communications +44 (0) 20 7353 4200
Andrew Grant
Kirstie Hamilton
Evercore Partners Limited ('Evercore Partners'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Smiths and no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than Smiths for
providing the protections afforded to clients of Evercore Partners, or for
providing advice in relation to these matters.
Credit Suisse Securities (Europe) Limited ('Credit Suisse'), which is authorised
and regulated in the United Kingdom by the Financial Services Authority, is
acting for Smiths and no one else in connection with the matters referred to in
this announcement and will not be responsible to any person other than Smiths
for providing the protections afforded to clients of Credit Suisse, or for
providing advice in relation to these matters.
JPMorgan Cazenove Limited ('JPMorgan Cazenove'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Smiths and no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than Smiths for
providing the protections afforded to clients of JPMorgan Cazenove, or for
providing advice in relation to these matters.
About Smiths
Smiths (LSE: SMIN), a FTSE listed company with a market capitalisation of
approximately £5.6 billion, is a global applied technology business with
market-leading positions worldwide in its three chosen areas of specialisation.
Its customers range from defence contractors to petrochemical companies to
hospitals. Headquartered in London, Smiths has its manufacturing businesses
principally 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. It
offers advanced integrated security solutions for customers in commercial and
military markets worldwide and is a leading technology developer and
manufacturer of sensors that detect and identify explosives, chemical and
biological agents, weapons, and contraband. Its advanced technology security
solutions also include Smiths Heimann x-ray imaging systems, millimetre-wave
technology and a specialist software supply business for the management of large
sensor and video surveillance networks. Separate business units focus on related
products for the life sciences, and food manufacturing industries.
About GE
GE (NYSE: GE) is Imagination at Work - a diversified technology, media and
financial services company focused on solving some of the world's toughest
problems. With products and services ranging from aircraft engines, power
generation, water processing and security technology to medical imaging,
business and consumer financing, media content and advanced materials, GE serves
customers in more than 100 countries and employs more than 300,000 people
worldwide. 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 security
and life safety solutions. GE Security has more than 6,500 employees with
operations in over 35 countries and is represented by some of the best-known
brand names for intrusion and fire detection, access and building control, video
surveillance, explosives and drug detection, key management and structured
wiring. The Homeland Protection business is focused on explosives and narcotics
detection and has approximately 730 employees located in the U.S., Europe and
Asia.
This information is provided by RNS
The company news service from the London Stock Exchange
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