The Boards of Smiths Industries and the TI Group have unanimously agreed the terms of a merger of their two companies. The merger will create a new force in specialist engineering with a pro forma combined market capitalisation of approximately £4.5 billion (based on the London Stock Exchange closing market prices for the two companies on 15 September 2000).
Smiths Industries and TI Group Shareholders will hold approximately 57.6% and 42.4% respectively of the enlarged issued ordinary share capital of Smiths Industries following completion of the Merger.
The Merger will create a group comprising four businesses in the aerospace, medical, sealing solutions and industrial equipment with combined sales of approximately £3 billion.
Further to an announcement made on 15 September 2000, TI Group will continue to proceed with the sale of its Automotive Systems Division. To the extent that the net proceeds from this disposal exceed £900 million (including net debt assumed by a purchaser but less costs and tax), TI Group Shareholders will participate in the excess through the receipt of deferred proceeds. Applying the preliminary offers received and based on the Board of TI Group’s estimate of tax and costs, the Board of TI Group estimates that the deferred proceeds would be worth between 20p and 65p per share.