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9 July 1999

Johnson Matthey Sells Electronic Materials Division

Johnson Matthey announces that it has agreed to sell its Electronic Materials Division to AlliedSignal Inc. of the United States for $655 million (£420 million) in cash.

The Electronic Materials Division (EMD) is a leading supplier of advanced interconnect products and services and semiconductor materials to the global electronics industry. In the year ended 31st March 1999 the Division had sales of £414.7 million and reported an operating profit of £22.1 million. Net operating assets at 31st March 1999 were £262.0 million.

Following the strategic review announced late last year, Johnson Matthey stated its intention to focus on its core activities where it has product leadership and a strong market position. Credit Suisse First Boston were appointed to advise on the options for maximising shareholder value from EMD, including the possibility of an IPO, and this has concluded with the sale announced today.

Whilst the whole business of the Division is being sold, certain peripheral assets, mostly property, with a book value of £14 million, will be retained. Consequently, the total value placed on the Division by this transaction is approximately £434 million.

The sale will generate a gain of approximately £153 million compared with book value. After writing back £126 million of goodwill it will give rise to an exceptional profit of approximately £27 million in Johnson Matthey's results for the current financial year.

Part of the proceed of sale will be used to repay group borrowings. Johnson Matthey will also be reviewing opportunities for reinvesting the proceeds in acquisitions in the group's core businesses and for returning capital to shareholders.

The transaction is subject to approval by the shareholders of Johnson Matthey and to regulatory approval in the United States. A circular to Johnson Matthey shareholders containing further details of the transaction and a notice convening an extraordinary general meeting will be posted shortly.

Commenting on the transaction, Chris Clark, Chief Executive of Johnson Matthey said:

"When we announced the results our strategic review in November last year, we placed major emphasis on enhancing shareholder value. The first steps in this strategy have now been successfully delivered with the sale of EMD, at a good price, to AlliedSignal. We can now address the growth opportunities in our core businesses all of which are performing well."

Credit Suisse First Boston (Europe) Limited, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Johnson Matthey in relation to the sale of the Electronic Materials Division and for no one else, and will not be responsible to anyone other than Johnson Matthey for providing the protections afforded to customers of Credit Suisse First Boston (Europe) Limited not for giving advice in relation to the sale.

Enquiries:
Johnson Matthey
Chris Clark, Chief Executive
+44 (0)171 269 8435

John Sheldrick, Group Finance Director
+44 (0)171 269 8403

Howard Lee, Gavin Anderson & Co.
+44 (0)171 457 2345