Matrikon to be acquired by Honeywell for $4.50 CAD per share

EDMONTON, May 13 /CNW/ - Matrikon Inc. (TSX:MTK) ("Matrikon"), a leading provider of industrial performance monitoring solutions, today announced that it has entered into an acquisition agreement with Honeywell International Inc. (NYSE:HON) ("Honeywell"), a Fortune 100 diversified technology and manufacturing leader, pursuant to which Honeywell will acquire all outstanding Matrikon shares for $4.50 CAD cash per share. This transaction is valued at approximately $145 million CAD. The acquisition price represents a 21% premium over Matrikon's 30-day volume weighted average share price.

The proposed transaction has been unanimously approved by the board of directors of Matrikon, based upon the recommendation of a special committee of the board of directors of Matrikon. All Matrikon board members and affiliated entities have signed lock-up agreements to support the offer, relating to approximately 16 million shares, or 52% of the outstanding shares of Matrikon. Entities related to Nizar Somji, the president and CEO of Matrikon, have also granted an option to Honeywell to acquire their outstanding shares at a price of $4.50 CAD per share, exercisable at any time after July 12, 2010, until nine months from the date hereof.

Matrikon will be integrated into Honeywell Process Solutions, which is part of Honeywell's Automation and Control Solutions business group.

"Our industrial customers want their plants to run well in any economy, and Matrikon's products help do that," said Norm Gilsdorf, president of Honeywell Process Solutions. "Combining Matrikon's technology and expertise with Honeywell's industrial platform expands our offering to help customers continue to improve plant performance. This is a great addition to our business."

Matrikon will bring to Honeywell complementary applications that monitor oil and gas well performance and mining equipment, as well as supply chain solutions for mining. Matrikon's cyber-security and alarm management solutions also align with Honeywell's solutions for process safety and security.

Nizar J. Somji, president and CEO of Matrikon stated: "This amalgamation is a tremendous opportunity for all Matrikon stakeholders, our shareholders, clients and employees. We believe that the path we embarked on with our next generation technology and our product and solution strategy blends well with Honeywell's technology vision. This combination will enable Matrikon to continue to realize global opportunities for large scale solution deployments and will provide the foundation to support our vision of long-term technology partnerships with our clients.

"I want to personally thank our shareholders for their support over the past nine years and especially for their patience over the past couple of years of tumultuous times in the public markets.

"I would also like to express my gratitude to all Matrikon employees - both present and past - for their role in building Matrikon into the global company that it is today."

Amalgamation

Under the terms of the acquisition agreement, an indirect wholly-owned subsidiary of Honeywell (the "Acquisition Sub") and Matrikon will amalgamate under the provisions of the Business Corporations Act (Alberta) and Matrikon shareholders will receive, for each Matrikon share, one redeemable preferred share in the capital of the newly amalgamated corporation, which share will be redeemed for $4.50 in cash upon the closing of the amalgamation (the "Amalgamation").

The Amalgamation is subject to Matrikon shareholder approval, by not less than 66 2/3% of the votes cast by shareholders present or represented by proxy and entitled to vote at a Special Meeting of Shareholders, as well as customary regulatory, stock exchange, and other approvals. The details regarding the Amalgamation will be included in Matrikon's management information circular for the Special Meeting of Shareholders, which is expected to be mailed to shareholders within the next several weeks for a Special Meeting expected to be held in late June, 2010.

The acquisition agreement prohibits Matrikon from soliciting or initiating any discussion regarding any other transaction or sale of assets, contains provisions enabling Honeywell to match competing proposals and, in certain circumstances, provides for a termination fee in the amount of 3% of the consideration payable pursuant to the Amalgamation, payable by Matrikon to Honeywell if the Amalgamation is not completed.

TD Securities Inc. acted as the financial advisor to Matrikon in connection with the transaction. Heenan Blaikie LLP acted as legal advisor for the special committee of the board of directors, and Fraser Milner Casgrain LLP acted as legal advisor for Matrikon.

About Matrikon

Matrikon (www.matrikon.com) delivers industrial performance monitoring solutions that provide visibility into the global operations of oil and gas, energy, mining, power and refining companies. Matrikon products enable users to anticipate and correct problems, identify opportunities for improvement, share best practices and drive the action necessary to achieve and sustain their operational excellence objectives. Matrikon has been empowering excellence since 1988.

With offices throughout North America, Australia, Europe and the Middle East and a client base that includes industry leaders in a wide range of process industries, Matrikon's reach is global.

Matrikon trades on the Toronto Stock Exchange under the symbol MTK.

Forward Looking Statements

Certain information provided in this press release constitutes forward-looking statements. The words "anticipate", "expect", "believe", and similar expressions are intended to identify such forward-looking statements. Specifically, this press release contains forward-looking statements relating to the Amalgamation. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect. The material assumptions include, but are not limited to: Honeywell and the Acquirer complying with the terms and conditions of the Acquisition Agreement; Matrikon being able to comply with the terms and conditions of the Acquisition Agreement; and no occurrence of any event, change or other circumstance that could give rise to the termination of the Acquisition Agreement. Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. You can find a discussion of those risks and uncertainties in our Canadian securities filings. Such factors include, but are not limited to: the failure to obtain necessary Matrikon shareholder approval with respect to the Amalgamation, the failure to obtain necessary regulatory approvals or satisfy the conditions to closing the Amalgamation and other factors, many of which are beyond the control of Matrikon. Except as may be required by applicable securities laws, Matrikon assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

For further information: Investor/Media Information, Nicole Sayler, [phone], [email protected]