ITT Industries to Proceed with Public Offer for WEDECO

14.01.2004

ITT Industries German Holding GmbH, a fully-owned subsidiary of ITT Industries, Inc., said today that it has received all necessary regulatory approvals to proceed with its public offer for WEDECO Water Technology.

Regulatory authorities in Germany, the United States and Spain have approved the combination, satisfying the merger control condition of the public offer.

ITT's Fluid Technology group is the world's leading provider of fluid equipment, including pumps, and a market leader in water treatment systems providing complete systems for secondary wastewater treatment and membrane filtration for the municipal and industrial markets. WEDECO is a market leader in the manufacture of UV disinfection and ozone oxidation systems. The planned acquisition gives ITT a unique opportunity to further round out its water and wastewater treatment portfolio, offering a complete market leading line of pumps, water filtration and disinfection products, with strong positions in North America, Europe and Asia.

The only remaining significant condition precedent to the public offer is the satisfaction of the minimum acceptance threshold of 75%. As of Tuesday, January 13, 6:00pm CET, ITT Industries German Holding GmbH had secured close to 50% of WEDECO's share capital, including the stake secured from GfS Finance GmbH. The public offer will terminate Friday, January 16, 2004, 12:00 noon CET.

WEDECO's largest shareholder, GfS Finance GmbH, holding approximately 27% of WEDECO's share capital, has signed a definitive share purchase agreement where GfS Finance GmbH has agreed to sell to ITT Industries German Holding GmbH all of its shares held in WEDECO. In addition, the management and the supervisory board of WEDECO are fully supportive of the transaction and recommend WEDECO's shareholders accept the offer.

WEDECO shareholders will receive euro 18 per WEDECO share in cash representing a premium of 36% over the three-month average Xetra closing share price prior to the date of the announcement of the public offer.

Source: ITT Inc.

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