ITT Industries Offers to Acquire WEDECO to Enhance Its Water Treatment Business

ITT Industries, Inc. and WEDECO AG Water Technology announced the signing of a definitive business combination agreement through which ITT will acquire WEDECO. WEDECO, a manufacturer of ozone oxidation and ultraviolet (UV) disinfection equipment, will become a part of the Sanitaire division of ITT’s Fluid Technology group. This new combination will provide ITT with a broad product range of water treatment technologies.

The management and supervisory board of WEDECO are fully supportive of the transaction and are committed to WEDECO joining ITT.

ITT intends to offer to WEDECO’s shareholders $20.68 per WEDECO share in cash, representing a 36 percent premium over the three-month average Xetra closing share price of $15.90 prior to the date of this announcement. Based on the fully diluted number of WEDECO shares, this offer would value WEDECO at $267.8 million including the assumption of WEDECO’s net debt.

In addition, ITT and WEDECO’s major shareholder, GfS Finance GmbH, have signed a definitive share purchase agreement whereby GfS Finance GmbH has agreed to sell all of its shares in WEDECO, representing 27 percent of WEDECO’s capital, to ITT. ITT’s offer will be subject to conditions including a 95 percent minimum acceptance threshold.

ITT’s Fluid Technology group is a provider of fluid equipment including pumps and a water treatment systems, with 11,000 employees and 32 production facilities around the world.

WEDECO, based in Duesseldorf, Germany, employs 800 people in seven manufacturing facilities--two in Germany, and one each in the United States, France, Italy, Hungary and Korea.

"This acquisition gives ITT a unique opportunity to further round out its water and wastewater treatment portfolio, offering a complete line of pumps, water filtration and disinfection products, with strong positions in North America, Europe and Asia," said Robert Ayers, president of ITT Industries Fluid Technology.

The offer is expected to be officially launched in mid-December. ITT is being advised by UBS Investment Bank.

For further information please visit the ITT-WEDECO merger website

ITT Industries, Inc.

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