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28 March 2017

Scheme effective: directorate change

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

28 March 2017

RECOMMENDED CASH ACQUISITION of e2v technologies plc by Rhombi Holdings Limited (a wholly-owned, indirect subsidiary of Teledyne Technologies Incorporated) effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Scheme effective; directorate change

Further to the announcement made on 27 March 2017, the boards of e2v technologies plc (“e2v”) and Teledyne Technologies Incorporated (“Teledyne”) are pleased to announce that the Scheme Court Order has been delivered to the Registrar of Companies and therefore that the Scheme has become Effective in accordance with its terms. Accordingly, e2v has become a wholly owned subsidiary of Rhombi Holdings Limited (a wholly-owned, indirect subsidiary of Teledyne).

Under the terms of the Scheme, holders of Scheme Shares are entitled to receive 275 pence in cash for each Scheme Share. The consideration due to the Scheme Shareholders will be dispatched to such persons by no later than 11 April 2017 (being 14 days after the Effective Date).

Steve Blair

e2v announces that Steve Blair, Group Chief Executive of e2v will step down with effect from 31 March 2017.

Steve Blair said “with the acquisition by Teledyne now effective, e2v has a promising future as part of a larger, complementary group with enhanced scale and a wider range of capabilities to service its key customers.  Now is the right time for a new executive team to lead the business as e2v enters a new chapter”.

Enquiries:

e2v technologies plc

Neil Johnson, Chairman

Steve Blair, Group Chief Executive

+44 (0) 1245 493 493

Investec Bank plc (Rule 3 adviser and corporate broker to e2v)

Christopher Baird

James Rudd

+44 (0) 207 597 5970

N.  M.  Rothschild & Sons Limited (Rule 3 adviser to e2v)

Ravi Gupta

John Byrne

+44 (0) 207 280 5000

FTI Consulting (PR adviser to e2v technologies)

Richard Mountain

Susan Yule

+44 (0) 203 727 1340

Rhombi Holdings Limited / Teledyne Technologies Incorporated

Jason VanWees

+1 (805) 373 4542

 Citigroup Global Markets Limited (Lead financial adviser and broker to Teledyne and Teledyne Bidco)

Wes Walraven

Jan Skarbek

Luke Spells

Christopher Wren

+44 (0) 207 986 4000

Important Notices

Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulatory Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and the PRA, is acting exclusively for Teledyne and Teledyne Bidco and for no one else in connection with the Acquisition and the matters set out in this Announcement and will not be responsible to anyone other than Teledyne and Teledyne Bidco for providing the protections afforded to clients of Citi nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Investec Bank plc (“Investec”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for e2v and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than e2v for providing the protections afforded to clients of Investec nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.  Neither Investec nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Investec in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. 

N.  M.  Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to e2v and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than e2v for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters referred to in this Announcement.  Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Rothschild in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Further information

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Teledyne’s website at http://teledyne.com and e2v’s website at https://www.teledyne-e2v.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Citi on +44 (0) 207 986 4000, Investec on +44 (0) 207 597 4000 or Rothschild on +44 (0)207 280 5000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.