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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE TO |
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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EMS TECHNOLOGIES, INC. |
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(Name of Subject Company (Issuer)) |
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HONEYWELL INTERNATIONAL INC. |
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EGRET ACQUISITION CORP. |
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(Names of Filing Persons (Offerors)) |
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Common Stock, $0.10 Par Value Per Share, |
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including associated common stock purchase rights |
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(Title of Class of Securities) |
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26873N108 |
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(CUSIP Number of Class of Securities) |
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Thomas F. Larkins |
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Vice President, Deputy General Counsel and Corporate Secretary |
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Honeywell International Inc. |
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101 Columbia Road |
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P.O. Box 4000 |
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Morristown, NJ 07962-2497 |
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(973) 455-2000 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) |
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Copies to: |
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David Robbins |
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Bingham McCutchen LLP |
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Suite 4400 |
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355 South Grand Avenue |
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Los Angeles, CA 90071-3106 |
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213-680-6400 |
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CALCULATION OF FILING FEE |
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Transaction Valuation* |
Amount of Filing Fee* |
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Not Applicable* |
Not Applicable* |
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* |
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
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o |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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Amount Previously Paid: |
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N/A |
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Filing Party: |
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N/A |
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Form of Registration No.: |
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N/A |
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Date Filed: |
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N/A |
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x |
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third party tender offer subject to Rule 14d-1 |
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issuer tender offer subject to Rule 13e-4 |
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going private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2 |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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This filing on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by Egret Acquisition Corp. (“Egret”), a Georgia corporation and a wholly-owned subsidiary of Honeywell International Inc., a Delaware corporation (“Honeywell” or the “Company”), to purchase all of the outstanding shares of common stock, $0.10 par value per share, of EMS Technologies, Inc., a Georgia corporation (“EMS”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 13, 2011, by and among Egret, Honeywell and EMS.
Additional Information
The planned tender offer described in this document and the exhibits hereto has not yet been commenced. This document and the exhibits hereto are neither an offer to purchase nor a solicitation of an offer to sell shares of EMS. At the time the tender offer is commenced, the Company and Egret intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and EMS intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company, Egret and EMS intend to mail these documents to the stockholders of EMS. These documents will contain important information about the tender offer and stockholders of EMS are urged to read them carefully when they become available. Stockholders of EMS will be able to obtain a free copy of these documents (when they become available) and other documents filed by EMS, the Company or Egret with the Securities and Exchange Commission (the “Commission”) at the website maintained by the Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase or from the Company.
2
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Honeywell International Inc. Presentation to EMS Technologies, Inc. Employees, dated June 17, 2011 (Aerospace) |
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99.2 |
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Honeywell International Inc. Presentation to EMS Technologies, Inc. Employees, dated June 17, 2011 (Automation and Control Solutions) |
3
Exhibit 99.1
Honeywell & EMS Technologies
Great Positions in Good Industries
Energy, Safety
& Security
Chemicals,
Specialty
Materials &
Fertilizers
Safety &
Security
Aviation &
Defense
Automotive &
Transportation
Buildings,
Construction &
Maintenance
Consumer &
Home
Efficiency,
Energy &
Utilities
Fire Protection
& First
Responder
Healthcare &
Medical
Industrial
Process
Control
Manufacturing
Oil & Gas,
Refining,
Petrochemicals
& Biofuels
Scanning &
Mobile
Productivity
Honeywell’s Businesses
$35-36 billion* in revenues, 50% outside of U.S.
Nearly 130,000 employees operating in 100 countries
Morristown, NJ global corporate headquarters
Aerospace
$10.8-11.2B*
Automation &
Control Solutions
$14.7-15.1B*
Specialty
Materials
$5.0-5.2B*
Transportation
Systems
$4.3-4.5B*
*‘11 revenues estimate
Installed Base: ~300,000 Aircraft Worldwide
REVENUE PROFILE
$10.8-11.2B
(2011 estimate)
DEFENSE & SPACE PLATFORM BREADTH
Phoenix, AZ
headquarters
30,000 employees
at nearly 100
locations
COMMERCIAL PLATFORM BREADTH
REGIONAL TRANSPORT
35+ platforms
Aftermarket
44%
OEM
44%
SPACE
40+ programs
HELICOPTERS
20+ programs
Services
12%
AIR TRANSPORT
60+ platforms
GENERAL AVIATION
100+ platforms
BUSINESS JETS
~125 platforms
SERVICES
NASA, DoD, DoE
HELICOPTERS
20+ platforms
AIRCRAFT
60+ platforms
MISSILE SYSTEMS
40+ systems
SURFACE VEHICLES
10+ platforms
*Excludes missile systems
Installed Base: 25,000+ Vehicles Worldwide*
Honeywell Aerospace
Expansive Product Portfolio
AGT1500
ALF502/
LF507
CFE738
F124/F125
HTF7000
Commercial Crew
Interface & Displays
Commercial Software
Products
Flight Mgmt Systems
Military Crew Interface
Navigation Database
& RNP Services
Commercial Nav Systems
D&S Navigation Systems
Inertial Sensors
Non-Inertial Sensors
Magnetics & Personal Nav
Systems
Precision Landing Systems
Rad Hard Components
Tactical Nav Grade Systems
Vibration Monitoring/
HUMS
Zing™ Remote
Maintenance Services
Flight Support Services
Cabin Mgmt System
Comm/Nav Radios
DataLink/Data Mgmt &
Recorders
Long-Range Com
Ground Proximity Radar
Traffic Surveillance
Integrated Surveillance
Integrated Avionics
T-Hawk Micro Air Vehicle
Real-time Information in a
Tactical Environment
Space Systems
Electronic Eng Controls
Flight Controls
Space Pointing & Stabilization
Air & Thermal Systems
Auxiliary Power Units
Electric Power
Differentiated By Our Breadth & Depth of Technologies
Crew
Interface
Mechanical
Sub Systems
Navigation
Systems
& Sensors
Platform Systems /
High Integrity
Controls
Propulsion
Aero
Services
Safety &
Information
Management
HTS900
LTS101
T55
TFE731
TPE331
Lighting
Wheels & Brakes
Mechanical
Components
Automation and Control Solutions (ACS)
Honeywell Building Solutions
Install and Service Building
Control Systems
Large, Complex, Integrated Projects
Energy Savings Performance
Contracting
Honeywell Scanning & Mobility
Bar Code Scanners
Miniature Bar Code Scanning
Engines
Rugged Mobile Computers
Honeywell Environmental and
Combustion Controls
Home Comfort and Energy Solutions
Building Controls
Combustion
Electrical Devices
Honeywell Security Group
Burglar Alarm Systems
Access Control / Video
Low Voltage Distribution (ADI)
Cable and Custom Electronics
Honeywell Life Safety
Fire Alarm Systems
Gas Detection
Personal Protective Equipment
Honeywell Sensing and Control
Sensors
Safety and Limit Switches
Mission Critical Applications
Honeywell Process Solutions
Control Systems for Continuous
Process Industries
Design, Install, Service
Advanced Solutions
Simulation, Optimization
Field Instrumentation
>70,000 Employees Serving 1 Million Customers
Technology & Innovation
Research, Development and
Engineering is the growth
engine for Honeywell
19,000 scientists and
engineers worldwide
97 research and
engineering facilities
Honeywell Technology
Solutions in India, China
and Europe
More than 30,000 patents or
patents pending worldwide
Developing solutions for the world’s toughest challenges
and building on Honeywell’s Great Positions in Good Industries
Company Recognition
Fortune 500 Company - #74
Fortune Magazine
World’s Most Admired Companies
Fortune Magazine
Best Places to Launch a Career
BusinessWeek Magazine
World’s Most Ethical Companies
Ethisphere Institute
Blue Ribbon Company
Fortune Magazine
Biofuels Company of the Year
Biofuels Magazine
Alexander Hamilton Award, Overall Excellence
Treasury and Risk Magazine
Alexander Hamilton Award, Category Level
Treasury and Risk Magazine
Most Influential People in Finance
Treasury and Risk Magazine
Top 50 Employers
Woman Engineer Magazine
Above and Beyond Award
Employer Support of the Guard and Reserve
Most Admired Companies for
Minority Professionals
US Black Engineer, Hispanic Engineer and Women of
Color Magazines
Best Companies for LGBT Equality
Human Rights Campaign
Honeywell Initiatives and Behaviors
Honeywell
Operating System
Functional
Transformation
Velocity Product
Development™
12 Behaviors
Productivity
Growth
Cash
People
5 Initiatives
Growth and Customer Focus
Leadership Impact
Gets Results
Makes People Better
Champions Change
Fosters Teamwork and Diversity
Global Mindset
Intelligent Risk Taking
Self-Aware/Learner
Effective Communicator
Integrative Thinker
Technical or Functional Excellence
Enablers
Honeywell Hometown Solutions
Housing &
Shelter
Family Safety &
Security
Science & Math
Humanitarian
Relief
Habitat &
Conservation
Completed 300+
rehabilitation projects
in North America
9,300 employees
70,000 volunteer
hours
Safety & abduction
prevention programs
in North America
and China
84,000+ schools
20 million children
FMA Live!
265,000 students in
760 middle schools,
216 cities
Space Academy
1,500+ teachers from
44 countries & 50 U.S.
states
Leadership Challenge
Academy
398 students from 26
countries & 28 U.S.
states
$7.3 million in aid
since 2004
750 homes, two
schools, nine medical
clinics, and 200 wells
repaired or rebuilt
645 employee
recipients
Responded to U.S.
hurricanes Katrina &
Rita and earthquakes
in Sichuan Province,
China & Haiti
Educational
partnerships &
programs
with Audubon, Living
Classrooms,
Museum of Science
& Technology
115,000 wetland
plants, shrubs and
trees
3 artificial reefs in
Chesapeake Bay
Strategic Acquisitions As Growth Driver
Acquisition
Building
Controls
Gas
Detection
AIDC
Industrial
Combustion
Energy/
Smart Grid
zellweger analytics
Personal
Protection
Norcross Safety Products
Proven acquisition track record
Strong contributor to growth
New Segments & Products
Great Talent Infusion
60+ Acquisitions, $6B Revenue Great Track Record
Aerospace
Dimensions
International
Why EMS and Honeywell?
Satcom technology
Engineering expertise
Advanced C4ISR
products
Asset and personnel
tracking
Position in Ports and
Warehouse segments
Vehicle-mount and
specialty computers
Customers
worldwide
Avionics & cabin
systems
Satellite and missile
systems
Honeywell
Connectivity Solutions
Benefiting Customers
Worldwide
EMS
Bar code scanners &
scan engines
Strong channels in
APAC and LA
Expanded range of
rugged handhelds
Productivity & Resource
Management Solutions
for Customers Worldwide
Complementary Technology & Positions
Drive Customer Focus and Growth in the combined business
Engage and Involve Employees to create a great business together
Full-time Integration Team – partnering with HON and EMS
members
Ongoing Communications with employees, customers, suppliers
Execute to Schedule the integration plan and
Integrate Effectively
all services, systems and projects
Senior Leadership sponsorship and regular reviews
Achieve Financial Goals
Conform to Policies -- Code of Conduct, Compliance, HS&E, etc.
Adopt EMS Best Practices to build shared
processes and
capabilities
Joint Integration Team Working Together,
Disciplined and Customer Focused
Integration Approach
Q&A Session
Appendix
Aerospace Global Footprint
Waterford, Ireland
Basingstoke, UK
Bournemouth, UK
Boxgrove, UK
Broadstairs, UK
Feltham, UK
Hemel Hempstead, UK
Luton, UK
Redditch, UK
Yeovil, UK
South Bend, IN
Coon Rapids, MN
Minneapolis, MN
Golden Valley, MN
Plymouth, MN
Melbourne, Australia
Shanghai
-Li Bing Rd
-Jing Lian Rd
Suzhou, China
Nanjing, China
Brno, Czech Republic
Olomouc, Czech Republic
Prague, Czech Republic
Maintal, Germany
Raunheim, Germany
Gennevielliers/Witry/Malmort, France
Toulouse, France
Vendome, France
Xiamen, China
Penang &
Selangor
Malaysia
Singapore
Gul Circle
Chai Chee
Changi Bus Park
Joo Koon Circle
Loyang Crescent
Subic Bay, Philippines
Bintan
Bangalore, India
Sao Jose
dos Campos, Brazil
Everett, WA
Renton, WA
Redmond, WA
Poway, CA
Torrance, CA
Mexicali, Mexico
Chihuahua, Mexico
Monterrey, Mexico
Glendale, AZ (59th Ave)
Phoenix, AZ (34th St)
Phoenix, AZ (Deer Valley)
Phoenix, AZ (12th Ave)
Phoenix, AZ (27th St)
Phoenix, AZ (Sky Harbor)
Tempe, AZ (Warner Rd)
Kingman, AZ
Tucson, AZ
Albuquerque, NM
Irving, TX
Houston, TX
Tulsa, OK
Memphis, TN
Anniston, AL
Clearwater, FL
Sarasota, FL
Savannah, GA
Greer, SC
Rocky Mount, NC
Prince Edward Island
Toronto, Ontario
Allentown, PA
Strongsville, OH
Urbana, OH
Wichita, KS
Olathe, KS
Kansas City, MO
Aguadilla, Puerto Rico
Mayaguez, Puerto Rico
Columbia, MD
Morristown, NJ
Rolle, Switzerland
Almost 30,000 Employees At ~ 100 Sites
Honeywell International Inc. (“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.
Additional Information
The planned tender offer referred to in this document has not yet been commenced. This document is neither an offer to
purchase nor a
solicitation of an offer to sell shares of EMS Technologies, Inc. (“EMS”). At the time the tender offer is commenced, Honeywell and its wholly-
owned subsidiary, Egret Acquisition Corp. (“Egret”), intend to file a Tender
Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal, and other documents relating to the tender offer and EMS intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender
offer. Honeywell, Egret, and EMS intend to mail these documents to the stockholders of EMS.
These documents will contain important information about the tender offer and stockholders of EMS are urged to read them carefully when they
become available.
Stockholders of EMS will be able to obtain a free copy of these documents (when they become available) and other
documents filed by EMS, Honeywell, or Egret with the Securities and Exchange Commission (the “Commission”) at the website maintained
by
the Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available)
from the information agent named in the offer to purchase or from Honeywell.
Forward-Looking Statements
This document 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 document 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. Other risks and uncertainties relating to the acquisition of EMS include the satisfaction of closing
conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements
Act and the tender of the requisite number
of the outstanding shares of EMS common stock, the possibility that the acquisition will not be completed, or if it is completed that it will not close
within the anticipated time period, or that any anticipated
benefits of the acquisition to Honeywell will not be realized.
Exhibit 99.2
Great Positions in Good Industries
Energy, Safety
& Security
Chemicals,
Specialty
Materials &
Fertilizers
Safety &
Security
Aviation &
Defense
Automotive &
Transportation
Buildings,
Construction &
Maintenance
Consumer &
Home
Efficiency,
Energy &
Utilities
Fire Protection
& First
Responder
Healthcare &
Medical
Industrial
Process
Control
Manufacturing
Oil & Gas,
Refining,
Petrochemicals
& Biofuels
Scanning &
Mobile
Productivity
Honeywell’s Businesses
$35-36 billion* in revenues, 50% outside of U.S.
Nearly 130,000 employees operating in 100 countries
Morristown, NJ global corporate headquarters
Aerospace
$10.8-11.2B*
Automation &
Control Solutions
$14.7-15.1B*
Specialty
Materials
$5.0-5.2B*
Transportation
Systems
$4.3-4.5B*
*‘11 revenues estimate
Installed Base: ~300,000 Aircraft Worldwide
REVENUE PROFILE
$10.8-11.2B
(2011 estimate)
DEFENSE & SPACE PLATFORM BREADTH
Phoenix, AZ
headquarters
30,000 employees
at nearly 100
locations
COMMERCIAL PLATFORM BREADTH
REGIONAL TRANSPORT
35+ platforms
Aftermarket
44%
OEM
44%
SPACE
40+ programs
HELICOPTERS
20+ programs
Services
12%
AIR TRANSPORT
60+ platforms
GENERAL AVIATION
100+ platforms
BUSINESS JETS
~125 platforms
SERVICES
NASA, DoD, DoE
HELICOPTERS
20+ platforms
AIRCRAFT
60+ platforms
MISSILE SYSTEMS
40+ systems
SURFACE VEHICLES
10+ platforms
*Excludes missile systems
Installed Base: 25,000+ Vehicles Worldwide*
Honeywell Aerospace
Automation and Control Solutions (ACS)
Honeywell Building Solutions
Install and Service Building
Control Systems
Large, Complex, Integrated Projects
Energy Savings Performance
Contracting
Honeywell Scanning & Mobility
Bar Code Scanners
Miniature Bar Code Scanning
Engines
Rugged Mobile Computers
Honeywell Environmental and
Combustion Controls
Home Comfort and Energy Solutions
Building Controls
Combustion
Electrical Devices
Honeywell Security Group
Burglar Alarm Systems
Access Control / Video
Low Voltage Distribution (ADI)
Cable and Custom Electronics
Honeywell Life Safety
Fire Alarm Systems
Gas Detection
Personal Protective Equipment
Honeywell Sensing and Control
Sensors
Safety and Limit Switches
Mission Critical Applications
Honeywell Process Solutions
Control Systems for Continuous
Process Industries
Design, Install, Service
Advanced Solutions
Simulation, Optimization
Field Instrumentation
>70,000 Employees Serving 1 Million Customers
D
ACS Strategic Business Units
PRODUCTS
BUILDINGS
18%
18%
22%
4%
3%
20%
15%
ACS Sales
$13.7B
(2010)
Scanning
& Mobility
Building
Solutions
Security
Group
Sensing
and Control
Life Safety
SOLUTIONS
Environmental and
Combustion Controls
Process
Solutions
ACS Positioned for Growth
Leveraged to Key Macro
Trends
Demonstrated Ability to Beat
Competition
Leading with New Product
Innovation
Investing for Growth and
Profitability
Focused on our Customers
and Execution
Positioned to Win in a
Rebounding Economy
Leader In Industries Where Great Technology Wins
Hand-Held Scanners:
Laser Scanners, Linear Imagers,
Area Imagers
Hands-Free Scanners:
Laser Scanners & Area Imagers
Bioptic Scanners:
Laser Scanners
Core Benefits
Access to information in the
field; anywhere, anytime
Automate, track & trace for
improved quality and
accountability
Eliminate costly human errors
Improved productivity &
customer satisfaction
Software, Services &
Accessories
Mobile Computers
Engines:
Laser, Linear and 2D
Document Imaging and
Bar Code Verifiers
Honeywell Scanning & Mobility Overview
Strategic Acquisitions As Growth Driver
Acquisition
Building
Controls
Gas
Detection
AIDC
Industrial
Combustion
Energy/
Smart Grid
zellweger analytics
Personal
Protection
Norcross Safety Products
Proven acquisition track record
Strong contributor to ACS
Growth
New Markets & Products
Great Talent Infusion
60+ Acquisitions, $6B Revenue Great Track Record
Aerospace
Dimensions
International
Why EMS and Honeywell?
Satcom technology
Engineering expertise
Advanced C4ISR
products
Asset and personnel
tracking
Position in Ports and
Warehouse segments
Vehicle-mount and
specialty computers
Customers
worldwide
Avionics & cabin
systems
Satellite and missile
systems
Honeywell
Connectivity Solutions
Benefiting Customers
Worldwide
EMS
Bar code scanners &
scan engines
Strong channels in
APAC and LA
Expanded range of
rugged handhelds
Productivity & Resource
Management Solutions
for Customers Worldwide
Complementary Technology & Positions
Joint Integration Team Working Together,
Disciplined and Customer Focused
Integration Approach
Drive Customer Focus and Growth in the combined business
Engage and Involve Employees to create a great business together
Full-time Integration Team – partnering with HON and EMS
members
Ongoing Communications with employees, customers, suppliers
Execute to Schedule the integration plan and
Integrate Effectively
all services, systems and projects
Senior Leadership sponsorship and regular reviews
Achieve Financial Goals
Conform to Policies -- Code of Conduct, Compliance, HS&E, etc.
Adopt EMS Best Practices to build shared
processes and
capabilities
Q&A Session
Honeywell International Inc. (“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.
Additional Information
The planned tender offer referred to in this document has not yet been commenced. This document is neither an offer to
purchase nor a
solicitation of an offer to sell shares of EMS Technologies, Inc. (“EMS”). At the time the tender offer is commenced, Honeywell and its wholly-
owned subsidiary, Egret Acquisition Corp. (“Egret”), intend to file a Tender
Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal, and other documents relating to the tender offer and EMS intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender
offer. Honeywell, Egret, and EMS intend to mail these documents to the stockholders of EMS.
These documents will contain important information about the tender offer and stockholders of EMS are urged to read them carefully when they
become available.
Stockholders of EMS will be able to obtain a free copy of these documents (when they become available) and other
documents filed by EMS, Honeywell, or Egret with the Securities and Exchange Commission (the “Commission”) at the website maintained
by
the Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available)
from the information agent named in the offer to purchase or from Honeywell.
Forward-Looking Statements
This document 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 document 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. Other risks and uncertainties relating to the acquisition of EMS include the satisfaction of closing
conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements
Act and the tender of the requisite number
of the outstanding shares of EMS common stock, the possibility that the acquisition will not be completed, or if it is completed that it will not close
within the anticipated time period, or that any anticipated
benefits of the acquisition to Honeywell will not be realized.