EMS Tech (ELMG $32.80 +8.00) announced a definitive agreement under
which Honeywell (HON) will acquire ELMG in an all-cash transaction valued at
approximately $491 million, net of cash acquired.
Under the terms of the agreement, which has been unanimously approved by both
companies' Boards of Directors, a wholly-owned subsidiary of Honeywell will
commence a tender offer within ten business days to purchase all of ELMG's
outstanding shares for $33.00 per share in cash. The transaction represents a
33% premium to ELMG's closing stock price on June 10, 2011, and a 59% premium to
ELMG's closing price on April 18, 2011, one day prior to the Company's
announcement that it was reviewing strategic alternatives.
The Board of Directors of ELMG will recommend that ELMG shareholders tender
their shares in the tender offer. The transaction, which is subject to
successful completion of the tender offer, regulatory approval and customary
closing terms and conditions, is expected to be completed in the third quarter
of 2011.






