BTR PLC - Acquisition

RNS No 2574a
BTR PLC
16th October 1997


     BTR TO ACQUIRE US POWER SUPPLY BUSINESS - EXIDE
     ELECTRONICS - FOR US$585 MILLION

BTR announces that it has entered into a merger agreement
to acquire Exide Electronics Group, Inc. (NASDAQ = XUPS), a
leading independent supplier of uninterruptible power
supply systems (UPS), for US$ 585 million (#361 million).
Exide Electronics will be integrated with BTR Control
Systems, a leading supplier of industrial batteries serving
similar markets.  The combination of Exide Electronics and
BTR Control Systems will extend BTR's engineering
activities into the high growth UPS industry, creating a
global business with a complete power support systems and
service capability.

BTR will make a tender offer for the equity of US$ 352
million, representing a tender offer price of US$ 29 per
share.  In addition, BTR will assume approximately US$ 233
million of debt, for a total transaction value of US$ 585
million.   The acquisition is expected to be earnings
enhancing in 1998.  BTR has entered into an option
agreement with four Exide Electronics' shareholders,
including Fiskars Oy Ab, covering 19.9% of Exide
Electronics' shares, to acquire and have voting rights over
those shares.  The transaction is subject to customary
regulatory approvals and is expected to close before the
end of the year.  The Board of Exide Electronics has
unanimously approved the merger agreement.

Exide Electronics is headquartered in Raleigh, North
Carolina, manufacturing its products at facilities in the
United States, Finland and Mexico.  As well as producing
UPS, Exide Electronics also supplies related software,
equipment and services for computer, communications and
industrial applications.  It employs approximately 3,500
people worldwide. Exide Electronics' sales for the twelve
months ended 30 June 1997 were US$562 million with profit
before interest, taxes and amortisation of US$51 million.
Exide Electronics' net assets as at 30 June 1997 were
US$170 million (excluding net debt and intangibles).

UPS systems are used in computers, communications and other
industrial electronics applications to protect equipment
and maintain service in the event of power loss or
distortion.  The worldwide market for UPS systems is
growing at over 11% p.a., with higher growth rates in
computer networking and telecommunications applications.
The acquisition of Exide Electronics and its integration
with BTR Control Systems will:

*   establish BTR Control Systems as a leader in the high
    growth UPS industry;
*   create a global business with complete power support
    systems capability by complementing BTR's range of
    industrial batteries with Exide Electronics' power
    protection electronics products;
*   expand Exide Electronics' access to emerging markets
    in Asia and Eastern Europe through BTR's established
    sales and distribution network;
*   bring a strong power electronics engineering and
    technology capability, particularly in alternating
    current systems, supplementing BTR Control Systems'
    direct current power supply expertise;
*   extend BTR's customer relationships into the computer
    industry while building on BTR's strong relationships  in
    the global telecommunications sector;
*   provide BTR with additional sales channels for its
    standby batteries; and
*   allow for the accelerated development of a global
    maintenance and service business for the power
    protection market.

 Commenting on the acquisition, Ian Strachan, Chief
Executive of BTR plc, said:

 "The acquisition of Exide Electronics represents a major
step forward in our strategy to focus on our higher growth
engineering businesses where we enjoy leadership positions.
It gives our Control Systems group a global position in the
power electronics industry and provides us with the ability
to supply our customers with integrated systems solutions,
for which there is increasing demand.

 "The UPS sector has exciting growth prospects, particularly
in the computer and telecommunications industries.  BTR
Control Systems will benefit from Exide Electronics'
leading market positions, innovative product technologies
and strong computer customer relationships.  BTR will be
able to achieve further benefits by distributing Exide
Electronics' products through its global network,
particularly in the emerging markets, and by increasing
Exide Electronics' access to the telecommunications
market."


 For further information contact:

 BTR plc

 David Robbie             Tel:  [phone]
 Stuart Gendall           Tel:  [phone]

 Brunswick Group

 Andrew Fenwick           Tel:  [phone]
 Victoria Sabin           Tel:  [phone]

 Visit BTR's web site at: www.btrplc.com

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