Honeywell Receives European Commission Approval To Acquire Sperian Protection

MORRIS TOWNSHIP, N.J. - Honeywell (NYSE: HON) today announced it has received approval from the European Commission for its pending all cash tender offer to acquire the shares of Sperian Protection for €117 (dividend attached) per Sperian Protection share, which opened on July 12, 2010.

The completion of the offer only remains subject to the successful tender by Sperian’s shareholders of shares representing no less than 57% of the fully diluted number of shares (including the stakes of shareholders Essilor and Mrs. Ginette Dalloz which shares are expected to be acquired by Honeywell on August 9, 2010 in accordance with the previously announced Share Purchase Agreement ).

Honeywell expects the public offer to close on September 2, 2010, with settlement for tendered shares to be made on September 15, 2010.

Sperian Protection is a leader in personal protection equipment (PPE) design and manufacturing and will be combined within Honeywell’s Automation and Control Solutions’ Life Safety business.

The tender offer prospectus (note d’information) cleared by the AMF is available for consultation on the website of the AMF (www.amf-france.org) and of Honeywell (www.honeywell.com/sites/fr) and may be obtained free of charge from:

Deutsche Bank AG
Succursale de Paris
3, avenue de Friedland
75008 Paris

Honeywell Holding France
2, rue de l’Avenir
Zone Industrielle Inova 3000
88150 Thaon-les-Vosges

Lazard Frères Banque
121 boulevard Haussmann
75008 Paris

Honeywell (www.honeywell.com) is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes, and industry; automotive products; turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell’s shares are traded on the New York, London, and Chicago Stock Exchanges. For more news and information on Honeywell, please visit www.honeywellnow.com.

This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.