Smiths Group agrees to buy TRAK from Veritas Capital for $111.5 million

London and New York, April 24, 2004 - Smiths Group today announced the acquisition of TRAK Communications Inc., a leader in the design and manufacture of microwave sub-systems, antennas and related components, for $111.5 million (£63m) from Veritas of New York. TRAK will form part of Smiths Interconnect, a leader in the supply of application specific electronics for military and commercial markets. This acquisition is the fifth Smiths has announced since presenting its interim results on 10 March, bringing total expenditure to $330.5 million (£187m).

Commenting on this acquisition, Smiths Group chief executive Keith Butler-Wheelhouse said; “Smiths continues to pursue its strategy of profitable growth through investing in new technology and the acquisition of businesses which complement or expand our offering to the customer. This is our fifth purchase announcement in five weeks and underlines our intent to acquire high growth companies.”

TRAK, with 425 employees and 2003 turnover of $71 million (£40m) operates from facilities in Tampa in Florida, Thousand Oaks, California and Dundee, Scotland. Smiths Group is satisfying the acquisition consideration in cash. It is expected to close at the end of May, subject to regulatory approvals.

Robert B. McKeon, Chairman of Veritas Capital, said, “Our investment in TRAK is consistent with Veritas Capital’s investment strategy of partnering with quality companies to increase value for our investors and partners. Smiths clearly recognizes that TRAK is now positioned to enhance its business portfolio and deliver results from the outset.”

Einar Lindh, group managing director of Specialty Engineering added; “TRAK brings a portfolio of world-class microwave sub-systems which is complementary to Interconnect’s products. It will extend our capability in existing markets, and by packaging together Interconnect and TRAK products, we will enhance our position with customers.”

About Smiths Group
Smiths Group designs and manufactures safety critical systems and products, and has market leading positions in aerospace systems, detection systems, medical devices, mechanical seals, and interconnect products.
For further information, visit www.smiths-group.com

About Smiths Interconnect
Smiths Interconnect offers a broad range of electrical and electronic connectors, low loss coaxial, cable and connector assemblies, microwave components, antennas, lightning strike protectors, electrical surge suppressors, radio-frequency connectors and passive intermodulation analysers. They are supplied to military and commercial customers for integration into systems which require high standards of connectivity, longevity and durability. For details of Smiths Specialty Engineering visit www.smiths-specialtyengineering.com

About TRAK Communications Inc.
Founded in 1960 as TRAK Microwave, the business developed with the acquisition of TECOM and TRAK Europe, before being acquired by Veritas, a New York private equity company. TRAK has market leading positions in three key technologies: ‘sources’, devices used to generate highly accurate base frequencies for communication systems; ferrites, magnetic devices used to isolate or combine microwave signals; and rugged antennas for military and airborne applications. Sales to governments, or to projects whose ultimate customers are government agencies, account for over half of TRAK’s business, principally US defence projects , unmanned vehicles and avionics applications. Significant defence customers include Raytheon, BAE Systems, Northrop Grumman, Harris and Boeing. TRAK also enjoys good positions on commercial projects with major customers such as Nokia, Motorola, and Ericsson. www.smithsspecialtyengineering.com

About Veritas Capital
Veritas Capital is a private equity investment firm headquartered in New York. Founded in 1992, Veritas invests in a broad range of companies through middle market buyouts, growth capital investments, and leveraged recapitalizations. Through its investment funds, Veritas manages equity capital committed from leading financial institutions, state pension funds, insurance companies and high net worth individuals and families. For more information visit www.veritascapital.com

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