BTR PLC - Merger with Siebe - Summary

RNS No 9632e
BTR PLC
23rd November 1998


SUMMARY


Not for release, publication or distribution, in whole or in part, in or into
Canada or Japan

PROPOSED MERGER OF BTR AND SIEBE

CREATION OF GLOBAL LEADER IN CONTROLS AND AUTOMATION

The Boards of BTR and Siebe announce that they have agreed the terms of a
proposed merger of the two businesses to create a new group which will
initially be called BTR Siebe

The Merger will create a world class engineering group with global leadership
in the high value-added controls and automation industry. On the basis of
their respective market capitalisations at the close of business on 20
November 1998, the combined market capitalisation of BTR and Siebe would be
approximately #7.6 billion

The terms of the Merger are based on the recent relative equity market
capitalisations of the two companies. On completion of the Merger, BTR
Shareholders will hold 45 per cent. and Siebe Shareholders will hold 55 per
cent. of the issued share capital of BTR Siebe

BTR and Siebe have an excellent business fit with complementary customer
bases, technological competencies and geographic spread. The integration of
the two groups' technologies and products will enable the Merged Group to
offer customers a wider range of "total solution" packages of products and
services

The Merger will create significant incremental growth opportunities through
the cross-selling of a wider range of products and services to the enlarged
customer base

The Directors of BTR and Siebe estimate that the Merger will generate
operating cost synergies and other cost savings of at least #250 million per
annum in the third year of trading following completion of the Merger

Lord Marshall will be Chairman of BTR Siebe and Ian Strachan will be Deputy
Chairman.  Allen Yurko will be Chief Executive Officer and Kathleen O'Donovan
will be Chief Financial Officer. The new Board will comprise a balance of BTR
and Siebe non-executive directors

The Merger, which is to be effected by way of a scheme of arrangement in
relation to BTR, is subject to a number of conditions, including the approval
of both sets of shareholders and the High Court and certain regulatory
conditions. The Merger is expected to become effective in February 1999

Siebe is today announcing its interim results for the six months to 3 October
1998. Profit before tax amounted to #245 million (1997: #224 million) and
earnings per share amounted to 7.85 pence (1997: 7.05 pence). An interim
dividend of 1.485 pence per share is also being announced, payable to Siebe
Shareholders on the register on 15 January 1999

Subject to the Merger becoming effective, BTR Shareholders will receive the
equivalent of the Siebe interim dividend (adjusted for the Merger terms) in
the form of a second interim dividend amounting to 0.8 pence per share payable
by BTR following completion of the Merger; BTR and Siebe Shareholders will
both receive the final dividend to be declared by BTR Siebe for the six months
ending 31 March 1999


Commenting on the Merger, Robert Bauman, Chairman of BTR, said today:

"Under the leadership of Ian Strachan, BTR has been repositioned over the past
two and a half years from an industrial conglomerate into a focused
engineering group. Linking with Siebe, which has complementary businesses
extending our product offering up the value chain, is a natural and innovative
next step. The merged business will be a leading force in the global
engineering sector offering customers total solution packages in controls and
automation and creating value for shareholders."

Commenting on the Merger, Lord Marshall, Chairman of Siebe, said today:

"This merger will create the leading controls and automation group in the
world, better able to deliver total solutions to our customers.  Merging now
will not only place us in the forefront of the consolidation trend which is
taking place in the market, but could not be happening at a better time since
global economic market conditions are set to become increasingly competitive. 
Together, we will be significantly more effective in gaining new business,
cutting costs, growing revenue and delivering greater shareholder value than
if we had remained separate organisations."

This summary should be read in conjunction with the full text of this
announcement.

There will be an analysts' meeting at 9.30 am and a press conference at 11.00
am today, both to be held at 1 Finsbury Avenue, London EC2.


Enquiries:

BTR                                   Siebe
Ian Strachan                          Barry Francis
Kathleen O'Donovan                    Ceri Williams
Tel: [phone]                    Tel: [phone]

Goldman Sachs                         Morgan Stanley
Richard Sharp                         Piers de Montfort
Richard Campbell-Breeden              Peter Stott
Tel: [phone]                    Tel: [phone]

Schroders                             Warburg Dillon Read
David Challen                         Chris Brodie
Karen Cook                            Warren Finegold
Tel: [phone]                    Tel: [phone]

Brunswick                             College Hill Associates
Alan Parker                           Alex Sandberg
Tel: [phone]                    Tel: [phone]

Cazenove                              Dresdner Kleinwort Benson
David Mayhew                          Richard Scholes
Tel: [phone]                    Tel: [phone]

Credit Suisse First Boston
Simon de Zoete
Tel: [phone]


The brokers to BTR are Cazenove and Credit Suisse First Boston.  The brokers
to Siebe are Warburg Dillon Read, Morgan Stanley & Co. International Limited
and Dresdner Kleinwort Benson.

Goldman Sachs and Schroders, which are regulated in the UK by The Securities
and Futures Authority Limited, are acting for BTR in connection with the
Merger and for no one else and will not be responsible to anyone other than
BTR for providing the protections afforded to customers of Goldman Sachs and
Schroders or for providing advice in relation to the Merger.

Morgan Stanley and Warburg Dillon Read, a division of UBS AG, which are
regulated in the UK by The Securities and Futures Authority Limited, are
acting for Siebe in connection with the Merger and for no one else and will
not be responsible to anyone other than Siebe for providing the protections
afforded to customers of Morgan Stanley and Warburg Dillon Read or for
providing advice in relation to the Merger.


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