On May 19, 2010, Honeywell and Sperian Protection announced Honeywell's intent to acquire all the shares of Sperian through a share purchase agreement entered into with Essilor International, Mrs. Ginette Dalloz and Société Civile Familiale Dalloz, and through the launch of an all-cash voluntary public tender offer, with an aggregate transaction value of approximately US$1.4 billion.

The opening of the offer is subject to foreign investment approval by the French Ministry of the Economy and the offer itself is conditional upon (i) the minimum acceptance level (including the shares that Honeywell may irrevocably acquire pursuant to the share purchase agreement mentioned above) of 57% of the share capital of Sperian on a fully diluted basis and (ii) the receipt of the EU and US antitrust clearances.

Deutsche Bank AG (Paris branch) and Lazard Frères Banque S.A., as presenting banks, filed the offer with the French Stock Exchange Authority ("Autorité des marchés financiers") on May 20, 2010. Deutsche Bank will also guarantee on behalf of Honeywell the contents and the irrevocable nature of the undertakings made by Honeywell under the offer.

Honeywell expects the transaction to close in the third quarter of 2010.

Shearman & Sterling is representing Deutsche Bank and Lazard Frères Banque, financial advisors to Honeywell and presenting banks of the Offer—previously subjected to a friendly public tender offer project launched by private equity house Cinven. The team of lawyers is being led by partner Robert Treuhold (Paris-European Corporate/Mergers & Acquisitions and Capital Markets) assisted by Of Counsel Christian Guilluy and associate Olivia Depret-Bixio (both Paris-European Corporate/Mergers & Acquisitions).