The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

Proposed Merger of Smiths Industries plc and TI Group plc

17 November 2000

Proposed Merger of Smiths Industries plc --"Smiths Industries"-- and TI Group plc --"TI Group"--

    NEW YORK--Nov. 17, 2000--The Boards of Smiths Industries and TI Group are pleased to announce that, at separate meetings of their respective shareholders held earlier today, all the resolutions proposed, including those to approve the Merger of Smiths Industries and TI Group, received the overwhelming support of both companies' shareholders.
    As previously announced, the Merger is to be effected by way of a Scheme of Arrangement under Section 425 of the Companies Act 1985. At the Court Meeting of TI Group held today, the resolution proposed to approve the Scheme of Arrangement was duly passed by the requisite majority. The Scheme of Arrangement is subject to the sanction of the Court.
    At the Extraordinary General Meeting of Smiths Industries held today, the resolution proposed to change the name of Smiths Industries to Smiths Group plc was also passed.
    The indicative timetable for implementation of the Merger is currently expected to be as follows:

Court Hearing 30 November 2000 Scheme Record Time 6:00pm on 1 December 2000 Last day of dealings in TI Group shares 1 December 2000 Effective Date of the Scheme 4 December 2000 Commencement of dealings on the London Stock Exchange in new Smiths Group shares 8.00am on 4 December 2000

    TI Group announced on 15 September 2000 that it is proceeding with the sale of its Automotive Systems Division. The sale process is continuing, with interested parties undertaking due diligence. The Board of TI Group expects that final stage negotiations with the successful bidder will be entered into before the end of the year, with a view to completing the sale in the first quarter 2001.
    The Directors of Smiths Industries plc and of TI Group plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Smiths Industries plc and of TI Group plc (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
    Chase Manhattan plc ("Chase"), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Smiths Industries plc and no one else in connection with the Merger and will not be responsible to anyone other than Smiths Industries plc for providing the protections afforded to customers of Chase, nor for providing advice in relation to the Merger.