DisclaimerTHIS PART OF THE WEBSITE RELATES TO THE RECOMMENDED CASH ACQUISITION OF THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF E2V TECHNOLOGIES PLC ("E2V") BY TELEDYNE TECHNOLOGIES INCORPORATED (“TELEDYNE”), THROUGH ITS WHOLLY-OWNED SUBSIDIARY, RHOMBI HOLDINGS LIMITED (“TELEDYNE BIDCO”) (THE "ACQUISITION") TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 (THE “SCHEME”). YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT TELEDYNE HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE ACQUISITION. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE ACQUISITION IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. 1. ACCESS TO INFORMATION RELATING TO THE ACQUISITION Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Acquisition. Please note that, as the Acquisition progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website. For regulatory reasons, Teledyne must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Acquisition on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information. 2. RESTRICTED JURISDICTIONS Viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you 3. NOTICE TO US INVESTORS The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction (a “Restricted Jurisdiction”), and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons accessing this part of the website (including custodians, nominees and trustees) must not distribute or send any information contained in it in, into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a contractual takeover offer (“Takeover Offer”) and extended into the US, Teledyne will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of an English company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation contained in this part of the website will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Teledyne were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Teledyne and no one else. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code on Takeovers and Mergers (the “Code”) and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, Teledyne or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in e2v, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of London Stock Exchange plc (the “London Stock Exchange”), to the extent applicable. No purchases will be made outside of the Acquisition in the United States by or on behalf of Teledyne. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Citigroup Global Markets Limited (“Citi”) and its affiliates may continue to act as exempt principal traders in e2v shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. 4. BASIS OF ACCESS TO INFORMATION RELATING TO THE ACQUISITION The information relating to the Acquisition that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to Teledyne that they are doing so legally and for information purposes only. Making information relating to the Acquisition available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by, or on behalf of, Teledyne and/or e2v. Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulatory Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and the PRA, is acting exclusively for Teledyne and Teledyne Bidco and for no one else in connection with the Acquisition and the matters referred to in this part of the website and will not be responsible to anyone other than Teledyne and Teledyne Bidco for providing the protections afforded to clients of Citi nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this part of the website. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Citi in connection with this part of the website, any statement contained herein, the Acquisition or otherwise. Investec Bank plc (“Investec”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for e2v and for no one else in connection with the matters referred to in this part of the website and will not regard any other person as its client in relation to the matters referred to in this part of the website and will not be responsible to anyone other than e2v for providing the protections afforded to clients of Investec nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this part of the website. 5. FORWARD-LOOKING STATEMENTS The documents contained in this part of the website may contain certain “forward-looking statements” with respect to Teledyne Bidco, Teledyne, the Teledyne Group, e2v and/or the e2v Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Teledyne Group or the e2v Group and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in, or implied by, such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the document in which they are contained. All subsequent oral or written forward-looking statements attributable to Teledyne Bidco, Teledyne, the Teledyne Group, e2v and/or the e2v Group or any person acting on their behalf (respectively) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the documents contained in this part of the website. Teledyne Bidco, Teledyne, the Teledyne Group, e2v and/or the e2v Group assume no obligation to update publicly or revise forward-looking or other statements contained in the documents contained in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. 6. NOT A PROFIT FORECAST Other than in respect of the e2v profit forecast contained in e2v’s announcement of its interim results for the six months ended 30 September 2016 published on 7 November 2016 (and which is repeated in the announcement of a firm intention to make an offer released on 12 December 2016 in respect of the Acquisition), no statement in the documents contained in this part of the website is intended as a profit forecast or profit estimate for any period and no statement in any document contained in this part of the website should be interpreted to mean that earnings or earnings per ordinary share for Teledyne or e2v, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of Common Stock for Teledyne or per ordinary share of e2v, as appropriate. 7. RESPONSIBILITY In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of Teledyne Bidco and/or Teledyne is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law, regulation and/or the Takeover Code, each of Teledyne Bidco and Teledyne expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Acquisition on this part of the website, any updates or revisions to any statements in such information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. None of the directors of Teledyne Bidco, Teledyne or its or their affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party. If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. THE INFORMATION RELATING TO THE ACQUISITION THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TELEDYNE REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO EACH OF TELEDYNE BIDCO AND TELEDYNE THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY. ELECTRONIC VERSIONS OF THE MATERIALS CONTAINED IN THIS PART OF THE WEBSITE ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 8. GOVERNING LAW This notice shall be governed by, and interpreted in accordance with, English law. 9. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER I have read and understood the disclaimer set out above. I represent and warrant to each of Teledyne Bidco and Teledyne that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal. I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
I Agree I Disagree