Not for Release, Publication or Distribution in Whole or in Part in, into or
from Canada, Australia, Japan or Any Other Jurisdiction Where to Do So Would
Constitute a Violation of the Relevant Laws of Such Jurisdiction.
ST.-LOUIS–(Business Wire)–

Summary

* The board of Emerson Electric Co. (“Emerson”) announces the terms of a cash
offer to be made by Rutherfurd Acquisitions Limited (a wholly owned subsidiary
of Emerson) to acquire the entire issued and to be issued share capital of
Chloride Group Public Limited Company (“Chloride”).
* The Offer will comprise 375 pence in cash for each Chloride Share under the
terms of the Offer (the “Offer Price”), which values Chloride`s existing issued
and to be issued share capital at approximately £997 million.
* The Offer provides Chloride Shareholders with an opportunity to realise a
significant premium and immediate value in cash and the Offer Price represents:

* a 15% premium or a 50 pence increase to the recommended offer of 325 pence per
Chloride Share announced by ABB Ltd. on 8 June 2010;
* a 79% premium to the price of 209 pence per Chloride Share at close of
business on 23 April 2010, the last trading day before the announcement by
Emerson of its indicative proposal to acquire the entire issued and to be issued
share capital of Chloride (the “Indicative Proposal”) and the commencement of
the Offer Period; and
* a 90% premium to the average closing price of 197.3 pence per Chloride Share
for the three month period up to and including 23 April 2010, being the last
trading day before the announcement of the Indicative Proposal.

* In addition, Chloride Shareholders will be entitled to receive the final
dividend of 3.3 pence per Chloride Share in respect of the financial year ended
31 March 2010 proposed by the Chloride directors in Chloride`s notice of its
2010 annual general meeting dated 24 May 2010, subject to this dividend being
approved at such annual general meeting.
* Accordingly, the total value per Chloride Share, taking into account the Offer
Price and proposed dividend, is 378.3 pence.
* As part of the due diligence process undertaken by Emerson in relation to
Chloride, Emerson has been able identify at least £33 million in annual
operating cost savings.
* In addition to the cost savings outlined above, Emerson believes that, given
the complementary nature of Emerson and Chloride, there is the potential for
meaningful revenue synergies
* Emerson believes that a cash offer at this level provides compelling value for
Chloride Shareholders.

Commenting on the Offer, David N. Farr, Chairman, Chief Executive Officer and
President of Emerson, said:

“We are today making what we believe to be a very attractive all-cash offer to
Chloride Shareholders, providing both an outstanding premium to Chloride`s share
price before Emerson announced its Indicative Proposal on 26 April 2010 and a
significant premium to the recommended offer Chloride subsequently secured.

As participants in the uninterruptible power supply (UPS) market, we believe
there is a stronger rationale for a deal between Chloride and Emerson and
therefore, we think Emerson`s offer merits approval by Chloride`s Board and
shareholders.

The merits of the deal for both companies are compelling. The UPS market has
become a place where specialist industry knowledge, geographic access and global
scale are more important than ever before. The geographic reach and offerings of
Emerson and Chloride are highly complementary and highlight the strategic
importance of the transaction. In addition, the combination with Chloride is
expected to deliver significant annual cost savings of at least £33 million
through purchasing and manufacturing efficiencies, staff and facility
reductions, and the elimination of other business cost structure duplications
including overhead reductions.

Emerson has an extensive and unmatched set of products, services and solutions
for the data centre market. Emerson has developed these capabilities through
focused internal investment aimed at addressing key customer concerns centred
around data centre reliability and energy efficiency. As a result, the unique
combination of Chloride with the expanded offerings of Emerson Network Power
will allow it to provide unparalleled product services and solutions for its
global customers.

With Emerson`s extensive presence in the emerging markets, Emerson expects to
leverage these capabilities to significantly enhance Chloride`s growth by
accelerating the penetration in these key markets.

Emerson also believes it can significantly accelerate Chloride’s penetration of
industrial accounts worldwide. Emerson has extensive global relationships with
potential energy and infrastructure customers of Chloride through several of its
business segments including Network Power, Process Management, Climate
Technologies and Industrial Automation.

Furthermore, Emerson is committed to the UK market and expects to build on
Chloride`s expertise to grow the combined business. Emerson intends for Chloride
to serve as Emerson`s new European Network Power Systems headquarters and
Chloride will form the basis for Emerson`s European UPS growth strategy.
However, in light of the Offer Price and notwithstanding the statement contained
in the announcement of the Indicative Proposal, Emerson can no longer be certain
that a combination with Chloride will result in a net addition of skilled jobs
in the UK.

In order to bring this process to a successful conclusion, Emerson is making the
Offer at 375 pence per Chloride Share, a significant increase from the price of
275 pence contained in the Indicative Proposal and a 50 pence and 15% increase
to ABB`s recommended bid. This Offer demonstrates the strategic value that
Emerson places on Chloride and the determination Emerson has in securing the
support of Chloride`s Board and shareholders and concluding a transaction.”

This summary should be read in conjunction with, and is subject to, the full
text of the following announcement and the Appendices. The Offer will be subject
to the Conditions and further terms set out in Appendix I of the following
announcement and the terms and conditions to be set out in the Offer
Documentation when issued. Appendix II contains the sources and bases of certain
information contained in this announcement. Certain terms used in this
announcement are defined in Appendix III to this announcement. Please carefully
read the Offer Documentation in its entirety before making a decision with
respect to the Offer.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Offer
or otherwise.The Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted.Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Documentation.

Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to
Emerson and the Offeror. J.P. Morgan Cazenove is also acting as corporate
broker. Slaughter and May and Davis Polk & Wardwell LLP are acting as legal
advisers to Emerson and the Offeror.

Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Emerson and
the Offeror and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Emerson and the
Offeror for providing the protections afforded to clients of Greenhill & Co.
International LLP or for providing advice in relation to the matters set out in
this announcement.

J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Emerson and the Offeror and for no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Emerson and the Offeror for providing
the protections afforded to clients of J.P. Morgan plc or for providing advice
in relation to the matters set out in this announcement.

Overseas Jurisdictions

Unless otherwise determined by the Offeror or required by the Code and permitted
by applicable law and regulation, the Offer is not being, and will not be made,
directly or indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of electronic
transmission) of interstate or foreign commerce of, or by any facility of a
national, state or other securities exchange of, Canada, Australia, Japan or any
other Restricted Jurisdiction and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within Canada, Australia, Japan
or any other Restricted Jurisdiction.Accordingly, unless otherwise determined by
the Offeror or required by the Code and permitted by applicable law and
regulation, copies of any documents relating to the Offer are not being and must
not be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent, in whole or in part, in, into or from Canada, Australia,
Japan or any other Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not,
directly or indirectly, mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction.

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions in which they are located.Persons who are not resident in the
United Kingdom or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements of their jurisdiction.Further
details in relation to overseas shareholders will be contained in the Offer
Documentation.Any failure to comply with such applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom or the United States may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the United Kingdom or the United States should inform themselves about, and
observe, any applicable legal or regulatory requirements.Any failure to comply
with the applicable requirements may constitute a violation of the securities
laws of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English
law and the Code, and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Documentation and/or
any other related document to any jurisdiction outside the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of such jurisdiction before taking any action.

Notice to US holders of Chloride Shares

The Offer will be for the acquisition of securities of a corporation organised
under the laws of England and Wales and will be subject to the procedure and
disclosure requirements of England and Wales, which are different from those of
the United States.The Offer will be made in the United States pursuant to an
exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US
Exchange Act and otherwise in accordance with the requirements of the
Code.Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law.The financial
information relating to Chloride included in this announcement and in the Offer
Documentation has not been, and will not be, prepared in accordance with US GAAP
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.

It may be difficult for US holders of Chloride Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Chloride is
located in a non-US jurisdiction, and some or all of its officers and directors
may be resident of a non-US jurisdiction.US holders of Chloride Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws.Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court`s
judgment.

The receipt of cash pursuant to the Offer by a US holder of Chloride Shares may
be a taxable transaction for US federal income tax purposes and under applicable
state and local income tax laws, as well as under foreign and other tax laws.
Each holder of Chloride Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with and subject to the applicable laws and regulatory
requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US
Exchange Act, Emerson and/or the Offeror and/or its or their nominees or brokers
(acting as agents) may from time to time make purchases of, or arrangements to
purchase, Chloride Shares other than pursuant to the Offer.These purchases, or
arrangements to purchase, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and shall comply with
applicable rules in the United Kingdom and applicable United States securities
laws.In addition, in accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and the United States, the
financial advisors to Emerson and the Offeror, or their respective affiliates
and separately identifiable departments, may make purchases of, or arrangements
to purchase, Chloride Shares outside of the Offer or engage in trading
activities involving Chloride Shares and various related derivative transactions
in the normal course of their business. Any information about such purchases
will be disclosed as required in the UK and will be available from the
Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.This information will also be publicly disclosed in
the United States to the extent that such information is made public in the
United Kingdom.

Forward-looking Statements

This announcement, including any information included or incorporated by
reference in this announcement, contains “forward-looking statements” concerning
Emerson, the Offeror and the Emerson Group, Chloride and the Chloride Group, and
the Enlarged Group, that are subject to risks and uncertainties. These
forward-looking statements may be identified by words such as “believes”,
“expects”, “anticipates”, “projects”, “intends”, “should”, “seeks”, “estimates”,
“future” or similar expressions or by discussion of, among other things,
strategy, goals, plans or intentions. Various factors may cause actual results
to differ materially in the future from those reflected in forward-looking
statements contained in this announcement, including any information included or
incorporated by reference in this announcement, among others: (1) economic and
currency conditions; (2) market demand; (3) pricing; (4) competitive and
technological factors; (5) the risk that the transaction may not be consummated;
(6) the risk that a regulatory approval that may be required for the transaction
is not obtained or is obtained subject to conditions that are not anticipated;
(7) the risk that Chloride will not be integrated successfully into Emerson; and
(8) the risk that revenue opportunities, cost savings and other anticipated
synergies from the transaction may not be fully realised or may take longer to
realise than expected.Other unknown or unpredictable factors could cause actual
results to differ materially from those in any forward-looking statement.Due to
such uncertainties and risks, readers are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date
hereof.Neither Emerson nor the Offeror undertakes any obligation to update
publicly or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Emerson Group,
the Chloride Group or the Enlarged Group following completion of the Offer
unless otherwise stated.

Dealing Disclosure Requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person`s interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.

Opening Position Disclosure

On 7 May 2010, Emerson disclosed the details required to be disclosed by it
under Rule 8.1(a) of the Code.

Publication on Emerson Website

A copy of this announcement will be available for inspection free from charge,
subject to certain restrictions relating to Restricted Overseas Persons, on
Emerson’s website (at www.emerson.com) by no later than 12.00 noon (London time)
on 30 June 2010 and will remain available during the course of the Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

29 June 2010

CASH OFFER

by

RUTHERFURD ACQUISITIONS LIMITED
(a wholly-owned subsidiary of Emerson Electric Co.)

for

CHLORIDE GROUP PUBLIC LIMITED COMPANY

1.Introduction

The board of Emerson Electric Co. (“Emerson”) announces the terms of a cash
offer to be made by Rutherfurd Acquisitions Limited (a wholly owned subsidiary
of Emerson) to acquire the entire issued and to be issued share capital of
Chloride Group Public Limited Company (“Chloride”).

2.The Offer

The Offer, which is subject to the Conditions and further terms set out below in
Appendix 1 to this announcement and those to be set out in the Offer
Documentation when issued, will be made on the following basis:

for each Chloride Share 375 pence in cash

The Offer values Chloride`s existing issued and to be issued share capital at
approximately £997 million and provides Chloride Shareholders with an
opportunity to realise their investment in Chloride for cash at a significant
premium to Chloride`s undisturbed share price.

The Offer Price represents:

* a 15% premium or a 50 pence increase to the recommended offer of 325 pence per
Chloride Share announced by ABB Ltd. on 8 June 2010;
* a 79% premium to the price of 209 pence per Chloride Share at close of
business on 23 April 2010, the last trading day before the announcement by
Emerson of its indicative proposal to acquire the entire issued and to be issued
share capital of Chloride (the “Indicative Proposal”) and the commencement of
the Offer Period; and
* a 90% premium to the average closing price of 197.3 pence per Chloride Share
for the three month period up to and including 23 April 2010, being the last
trading day before the announcement of the Indicative Proposal.

In addition, Chloride Shareholders will be entitled to receive the final
dividend of 3.3 pence per Chloride Share in respect of the financial year ended
31 March 2010 proposed by the Chloride directors in Chloride`s notice of its
2010 annual general meeting dated 24 May 2010, subject to this dividend being
approved at such annual general meeting.

Accordingly, the total value per Chloride Share, taking into account the Offer
Price and proposed dividend, is 378.3 pence.

Under the Offer, Chloride Shares will be acquired by the Offeror (a newly formed
subsidiary of Emerson) fully paid and free from all liens, equities, equitable
interests, charges, encumbrances, options, rights of pre-emption and any other
third party rights or interests of any nature whatsoever and together with all
rights existing as at the date of this announcement or subsequently attaching or
accruing to them, including, without limitation (but subject as described above
in relation to the final dividend of 3.3 pence per Chloride Share proposed by
the Chloride directors in respect of the financial year ended 31 March 2010),
voting rights and the right to receive and retain, in full, all dividends and
other distributions (if any) declared, made or paid, or any other return of
capital (whether by way of reduction of share capital or share premium account
or otherwise) made, on or after the date of this announcement.

3.Background to, and reasons for, the Offer

Emerson announced on 26 April 2010 that it had made the Indicative Proposal to
the Chloride Board to acquire the entire issued and to be issued share capital
of Chloride.

On 8 June 2010, ABB made a recommended offer to acquire Chloride for 325 pence
per Chloride Share. Since the announcement of this offer, Emerson has received
access to due diligence information that Chloride has shared with ABB as
required by the Code.

Emerson believes that Chloride will further enable it to provide a full-service,
global critical power solution to customers across the world. Emerson has
long-standing respect for Chloride, its employees and their accomplishments and
believes that a combination would provide considerable benefits for both
companies and their respective stakeholders, including the following:

* Chloride`s strong positions in key markets and key technologies are highly
complementary with those of Emerson;
* with Emerson`s extensive presence in the emerging markets, Emerson expects to
leverage these capabilities to significantly enhance Chloride`s growth by
accelerating the penetration in these key markets;
* a combination would allow both companies to leverage their R&D and technology
efforts, while realising opportunities to improve the combined cost structure
and to optimise global revenues;
* Emerson believes it can provide Chloride’s European customers with expanded
product and service offerings from the Emerson Group and give Chloride access to
its extensive global customer relationships to accelerate growth of Chloride`s
industrial UPS product offering; and
* Emerson is committed to the UK market and intends for Chloride to serve as
Emerson`s new European Network Power Systems headquarters; Chloride will form
the basis for Emerson`s European UPS growth strategy.

Emerson believes that the combination with Chloride will create a stronger
global competitor in the critical power market with the scale and combined
expertise to achieve and sustain leading positions.

The combination with Chloride is expected to deliver significant annual cost
savings of at least £33 million through purchasing and manufacturing
efficiencies, staff and facility reductions, and the elimination of other
business cost structure duplications including overhead reductions. Emerson
believes that through its prior experience of successfully operating similar
businesses, achieving operational improvements and executing synergistic
acquisitions, it is well positioned to take Chloride to the next stage of its
development. In addition to the cost savings outlined above, Emerson believes
that given the complementary nature of Emerson and Chloride there is the
potential for meaningful revenue synergies.

From Chloride’s perspective, the Offer represents near term certain cash value
at a significant premium.

4.Information on Emerson

Emerson is a global leader in bringing technology and engineering together to
provide innovative solutions for customers in industrial, commercial, and
consumer markets through its network power, process management, industrial
automation, climate technologies, and appliance and tools businesses. Founded in
St. Louis, Missouri (USA) in 1890 as a manufacturer of electric motors and fans,
the company is today listed on the New York Stock Exchange and, together with
its subsidiary companies, employs approximately 130,000 people across 150
countries. As at 28 June 2010, Emerson had a market capitalisation of US$34
billion.

For the financial year ended 30 September 2009, Emerson achieved revenues of
US$20,915 million, profits before tax (excluding discontinued operations) of
US$2,417 million and operating cash flow of US$3,086 million. As at 30 September
2009, Emerson had total assets of US$19,763 million.

For the six months ended 31 March 2010, Emerson`s unaudited financial statements
recorded revenues of US$10,155 million, profits before tax (excluding
discontinued operations) of US$1,195 million and operating cash flow of US$1,319
million. As at that date, Emerson had total assets of US$21,720 million.

The company is organised across five business segments:

* Network Power provides power and environmental conditioning and reliability to
ensure telecommunications systems, data networks and critical business
applications run continuously;
* Process Management offers measurement, control and diagnostic capabilities for
automated industrial processes producing items such as foods, fuels, medicines
and power;
* Industrial Automation brings integrated manufacturing solutions to diverse
industries worldwide;
* Climate Technologies enhances household and commercial comfort as well as food
safety and energy efficiency through air-conditioning and refrigeration
technology; and
* Appliance and Tools provides uniquely designed motors for a broad range of
applications, appliances and integrated appliance solutions and tools for both
homeowners and professionals, as well as home and commercial storage systems.

5.Information on Chloride

Chloride is focused on the provision of secure power solutions designed to
ensure business continuity. Chloride supplies its products and technical support
services to clients across a variety of market sectors. While expanding its
offering across Eastern Europe, Central Asia, Asia Pacific and South America,
Chloride retains its principal market in Western Europe. The company has its
headquarters in London and, as at 31 March 2010, employed over 2,540 people
across 23 countries, including an average of 422 located in the UK in the year
to 31 March 2010. Chloride has assembly and test facilities in Italy, France,
the USA and India in addition to R&D facilities in India, Germany and Italy and
a manufacturing joint venture in China. Chloride is listed on the London Stock
Exchange and as at 28 June 2010 had a market capitalisation of £917 million.

For the financial year ended 31 March 2010, Chloride, in its audited annual
accounts, recorded revenues of £336.0 million, profit before tax of £29.9
million and net operating cash flow of £29.0 million. As at that date, the
company`s total assets stood at £354.6 million.

6.Emerson`s plans for Chloride

Should the combination of Emerson and Chloride be completed, it is Emerson`s
intention that Chloride becomes the new European headquarters for Emerson`s
Network Power Systems business and helps drive Emerson`s European UPS growth
strategy.

While Emerson continues to integrate and improve its existing businesses in
Europe, including businesses operating within its Network Power segment, Emerson
believes the Chloride business would be complementary to these businesses in
expanding integrated solution product offerings. Chloride would become an
important element of the European growth strategy for Emerson`s Network Power
business. In recent years, Emerson has made a number of strategic acquisitions
to strengthen and broaden product and service capabilities within Europe for
Emerson`s Network Power business. Emerson also has long had a strong base in
Italy for its Liebert-brand products and services for uninterruptible power
supply (UPS) and precision cooling technology. While Emerson would expect to
continue to strengthen its European Network Power presence without Chloride,
Chloride offers additional customers and adds product capability in specific UPS
lines which would strengthen Emerson`s position and hasten that growth.

The combination with Chloride is expected to deliver significant annual cost
savings of at least £33 million through purchasing and manufacturing
efficiencies, staff and facility reductions, and the elimination of other
business cost structure duplications including overhead reductions.

7.Directors, management and employees

Emerson recognises the skills and experience of the existing management and
employees of Chloride and believes that they will benefit significantly from the
greater opportunities available within Emerson. Emerson intends to build on
Chloride’s highly talented group of employees to support the continued
development and expansion of the combined business. Emerson intends for
Chloride`s UK headquarters to serve as Emerson`s European Network Power Systems
business headquarters. However, in light of the Offer Price and notwithstanding
the statement contained in the announcement of the Indicative Proposal, Emerson
can no longer be certain that a combination with Chloride will result in a net
addition of skilled jobs in the UK.

If the Offer becomes or is declared unconditional in all respects, Emerson
intends that the existing employment rights of all Chloride Group employees
would continue to be safeguarded in accordance with statutory and contractual
requirements.

8.Chloride Share Schemes

The Offer will extend to any Chloride Shares unconditionally allotted or issued
fully paid (or credited as fully paid) upon the exercise of options under any of
the Chloride Share Schemes or as a result of vesting pursuant to the Chloride
Share Schemes whilst the Offer remains open for acceptance or before such
earlier date as the Offeror, subject to the Code and other applicable laws, may
decide.

If the Offer becomes or is declared unconditional in all respects, to the extent
that such options remain unexercised or have not lapsed, the Offeror will make
appropriate proposals to option holders under the Chloride Share Schemes in due
course. No proposals will be made to participants of Chloride Share Schemes in
respect of options that have been exercised, or options or awards that have
lapsed.

9.Financing the Offer

The cash consideration payable under the Offer will be funded from funds made
available to the Offeror from the existing cash resources of the Emerson Group.

Greenhill and J.P. Morgan Cazenove are satisfied that sufficient financial
resources are available to the Offeror to satisfy in full the cash consideration
payable under the terms of the Offer.

10.Conditionality of the Offer

The Offer will be subject to the Conditions and the further terms set out in
Appendix I and the terms and conditions to be set out in the Offer Documentation
when issued. The Offer will be conditional upon, amongst other things, the
Offeror receiving valid acceptances of the Offer in respect of not less than 90
per cent. of the Chloride Shares to which the Offer relates (or such lower
percentage as the Offeror may decide), provided that such Condition will not be
satisfied unless the Offeror and/or any other members of the Emerson Group shall
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
shares in Chloride carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Chloride. In addition,
the Offer will be conditional upon certain competition and other approvals being
obtained, including from the European Commission and from authorities in
Ukraine, Russia, Turkey and, if applicable, the United States.

11.Disclosure of interests in Chloride Shares

As at the close of business on 28 June 2010, the last Business Day prior to the
date of this announcement, neither the Offeror, nor any of the directors of the
Offeror, nor, so far as the Offeror is aware, any person acting in concert with
the Offeror had any arrangement in relation to any relevant securities of
Chloride (an arrangement for these purposes including any indemnity or option
agreement, and any agreement or understanding, whether formal or informal, of
whatever nature, relating to relevant securities of Chloride, which may be an
inducement to deal or refrain from dealing in such securities).

On 7 May 2010, Emerson disclosed the details required to be disclosed by it
under Rule 8.1(a) of the Code.

12.Overseas shareholders

The release, publication or distribution of this announcement to, and the
availability of the Offer to, Overseas Shareholders may be affected by the laws
of the respective jurisdictions in which they are resident. Such persons should
inform themselves about, and observe, any applicable legal or regulatory
requirements of such jurisdictions. Chloride Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.

13.Compulsory acquisition, de-listing and cancellation of trading

Assuming all other conditions of the Offer have been satisfied or waived (if
they are capable of being waived), if the Offeror receives acceptances under the
Offer in respect of, or otherwise acquires, 90 per cent. or more of the Chloride
Shares to which the Offer relates and 90 per cent. or more of the voting rights
carried by the Chloride Shares to which the Offer relates, the Offeror intends
to exercise its rights pursuant to the provisions of Part 28 of the Companies
Act 2006 to acquire compulsorily the remaining Chloride Shares in respect of
which the Offer has not been accepted on the same terms as the Offer.

It is the Offeror`s intention, following the Offer becoming or being declared
unconditional in all respects, if the Offeror receives acceptances in respect of
the Offer in respect of more than 75 per cent. of the total number of Chloride
Shares and subject to the applicable requirements of the UK Listing Authority
and the London Stock Exchange, to procure that Chloride applies to the UK
Listing Authority for the cancellation of listing of Chloride Shares on the
Official List and to the London Stock Exchange for the cancellation of admission
to trading of Chloride Shares on its market for listed securities. Following
such cancellation and delisting, the Offeror intends to procure that Chloride
re-registers from a public limited company to a private limited company. Such
cancellation, de-listing and re-registration would significantly reduce the
liquidity and marketability of any Chloride Shares not assented to the Offer.

14.General

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Offer
or otherwise. The Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Documentation.

The acquisition of Chloride Shares is proposed to be implemented by way of
takeover offer within the meaning of section 974 of the Companies Act 2006 but,
in the event that the Chloride Board recommends the Offer, Emerson may, with the
agreement of the Chloride Board and the Panel, elect to implement the
acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006. Any such scheme will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would
apply to the Offer.

The Offer Documentation will be posted (other than to Restricted Overseas
Persons) as soon as reasonably practicable after, and in any event within 28
days of, the date of this announcement (unless agreed otherwise with the Panel).

The Offer will be subject to the Conditions and further terms set out in
Appendix I of this announcement and the terms and conditions to be set out in
the Offer Documentation when issued. Appendix II contains the sources and bases
of certain information contained in this announcement. Certain terms used in
this announcement are defined in Appendix III to this announcement.

The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of both the Code and US federal securities laws.

Enquiries

Emerson
Mark Polzin (Media) +1 314 982 1758
Lynne Maxeiner (Investors) +1 314 553 2197

Greenhill (Financial Adviser)
London: +44 20 7198 7400
Brian Cassin

New York: +1 212 389 1500
Robert Greenhill or Jeff Buckalew

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
London: +44 20 7588 2828
Mark Breuer or Dwayne Lysaght

Brunswick Group (Public Relations)
London: +44 20 7404 5959
Michael Harrison or Kate Holgate

New York: +1 212 333 3810
Stanislas Neve de Mevergnies or Dominic McMullan

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Offer
or otherwise.The Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted.Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Documentation.

Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to
Emerson and the Offeror.J.P. Morgan Cazenove is also acting as corporate
broker.Slaughter and May and Davis Polk & Wardwell LLP are acting as legal
advisers to Emerson and the Offeror.

Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Emerson and
the Offeror and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Emerson and the
Offeror for providing the protections afforded to clients of Greenhill & Co.
International LLP or for providing advice in relation to the matters set out in
this announcement.

J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Emerson and the Offeror and for no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Emerson and the Offeror for providing
the protections afforded to clients of J.P. Morgan plc or for providing advice
in relation to the matters set out in this announcement.

Overseas Jurisdictions

Unless otherwise determined by the Offeror or required by the Code and permitted
by applicable law and regulation, the Offer is not being, and will not be made,
directly or indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of electronic
transmission) of interstate or foreign commerce of, or by any facility of a
national, state or other securities exchange of, Canada, Australia, Japan or any
other Restricted Jurisdiction and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within Canada, Australia, Japan
or any other Restricted Jurisdiction.Accordingly, unless otherwise determined by
Emerson or required by the Code and permitted by applicable law and regulation,
copies of any documents relating to the Offer are not being and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent, in whole or in part, in, into or from Canada, Australia, Japan or any
other Restricted Jurisdiction and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not, directly or
indirectly, mail, transmit or otherwise forward, distribute or send them in,
into or from any such jurisdiction.

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions in which they are located.Persons who are not resident in the
United Kingdom or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements of their respective
jurisdiction.Further details in relation to overseas shareholders will be
contained in the Offer Documentation.Any failure to comply with such applicable
requirements may constitute a violation of the securities laws of any such
jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom or the United States may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the United Kingdom or the United States should inform themselves about, and
observe, any applicable legal or regulatory requirements.Any failure to comply
with the applicable requirements may constitute a violation of the securities
laws of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English
law and the Code, and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Documentation and/or
any other related document to any jurisdiction outside the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction before taking any action.

Notice to US holders of Chloride Shares

The Offer will be for the acquisition of securities of a corporation organised
under the laws of England and Wales and will be subject to the procedure and
disclosure requirements of England and Wales, which are different from those of
the United States.The Offer will be made in the United States pursuant to an
exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US
Exchange Act and otherwise in accordance with the requirements of the
Code.Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law.The financial
information relating to Chloride included in this announcement and in the Offer
Documentation has not been, and will not be, prepared in accordance with US GAAP
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.

It may be difficult for US holders of Chloride Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Chloride is
located in a non-US jurisdiction, and some or all of its officers and directors
may be resident of a non-US jurisdiction.US holders of Chloride Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws.Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court`s
judgment.

The receipt of cash pursuant to the Offer by a US holder of Chloride Shares may
be a taxable transaction for US federal income tax purposes and under applicable
state and local income tax laws, as well as under foreign and other tax laws.
Each holder of Chloride Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with and subject to the applicable laws and regulatory
requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US
Exchange Act, Emerson and/or the Offeror and/or its or their nominees or brokers
(acting as agents) may from time to time make purchases of, or arrangements to
purchase, Chloride Shares other than pursuant to the Offer.These purchases, or
arrangements to purchase, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and shall comply with
applicable rules in the United Kingdom and applicable United States securities
laws.In addition, in accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and the United States, the
financial advisors to Emerson and the Offeror, or their respective affiliates
and separately identifiable departments, may make purchases of, or arrangements
to purchase, Chloride Shares outside of the Offer or engage in trading
activities involving Chloride Shares and various related derivative transactions
in the normal course of their business. Any information about such purchases
will be disclosed as required in the UK and will be available from the
Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.This information will also be publicly disclosed in
the United States to the extent that such information is made public in the
United Kingdom.

Forward-looking Statements

This announcement, including any information included or incorporated by
reference in this announcement, contains “forward-looking statements” concerning
Emerson, the Offeror and the Emerson Group, Chloride and the Chloride Group, and
the Enlarged Group, that are subject to risks and uncertainties.These
forward-looking statements may be identified by words such as “believes”,
“expects”, “anticipates”, “projects”, “intends”, “should”, “seeks”, “estimates”,
“future” or similar expressions or by discussion of, among other things,
strategy, goals, plans or intentions.Various factors may cause actual results to
differ materially in the future from those reflected in forward-looking
statements contained in this announcement, including any information included or
incorporated by reference in this announcement, among others: (1) economic and
currency conditions; (2) market demand; (3) pricing; (4) competitive and
technological factors; (5) the risk that the transaction may not be consummated;
(6) the risk that a regulatory approval that may be required for the transaction
is not obtained or is obtained subject to conditions that are not anticipated;
(7) the risk that Chloride will not be integrated successfully into Emerson; and
(8) the risk that revenue opportunities, cost savings and other anticipated
synergies from the transaction may not be fully realised or may take longer to
realise than expected.Other unknown or unpredictable factors could cause actual
results to differ materially from those in any forward-looking statement.Due to
such uncertainties and risks, readers are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date
hereof.Neither Emerson nor the Offeror undertakes any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Emerson Group,
the Chloride Group or the Enlarged Group following completion of the Offer
unless otherwise stated.

Dealing Disclosure Requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person`s interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.

Opening Position Disclosure

On 7 May 2010, Emerson disclosed the details required to be disclosed by it
under Rule 8.1(a) of the Code.

Publication on Emerson Website

A copy of this announcement will be available for inspection free from charge,
subject to certain restrictions relating to Restricted Overseas Persons, on
Emerson’s website (at www.emerson.com) by no later than 12.00 noon (London time)
on 30 June 2010 and will remain available during the course of the Offer.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1.Conditions of the Offer

The Offer will be subject to the following Conditions (as amended if appropriate):

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as the Offeror may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as the Offeror may decide) (1) in nominal value of the Chloride Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this Condition 1(a) shall not be satisfied unless the Offeror and/or any other members of the Emerson Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares in Chloride carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Chloride and provided further that, unless the Offeror otherwise determines, this Condition 1(a) shall be capable
of being satisfied only at a time when all of the other Conditions 1(b) to 1(p) inclusive have been either satisfied or waived. For the purposes of this Condition 1(a):

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Chloride;

(ii) the expression “Chloride Shares to which the Offer relates” shall be construed in accordance with Part 28 of the Companies Act 2006; and

(iii) Chloride Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Chloride Shares to which the Offer relates;

(b) insofar as the Offer constitutes, or is deemed to constitute, a concentration with a Community dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the “Regulation”):

(i) the European Commission indicating, in terms satisfactory to the Offeror, that it does not intend to initiate proceedings under Article 6(1)(c) of the Regulation in respect of the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group (or being deemed to have done so under Article 10(6) of the Regulation); and

(ii) in the event that any request or requests under Article 9(2) of the Regulation have been made by any European Union or EFTA states, the European Commission indicating, in terms satisfactory to the Offeror, that it does not intend to refer the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group or any aspect of such proposed acquisition, to any competent authority of a European Union or EFTA state in accordance with Article 9(3) of the Regulation; and

(iii) no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Regulation in relation to the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group or any aspect of such acquisition;

(c) to the extent applicable, all filings having been made and all or any applicable waiting periods (including any extensions thereof) under the United States Hart- Scott Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group, or any matters arising from that proposed acquisition;

(d) insofar as the Offer constitutes, or is deemed to constitute, a concentration under Article 24 of the Law of Ukraine On Protection of Economic Competition of 11 January 2001 (the “Competition Law”), the Antimonopoly Committee of Ukraine indicating, in terms satisfactory to the Offeror, that it does not intend to initiate proceedings under Article 30 of the Competition Law in respect of the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group;

(e) insofar as completion of the Offer may be considered by the Federal Antimonopoly Service of the Russian Federation (“FAS”) as a transaction which leads (or may lead) to restriction of competition in the Russian Federation upon completion of the initial consideration period or any extended consideration period, as it may be ordered by FAS under Article 33 of the Federal Law “On Protection of Competition” dated July 26, 2006 No. 135-FZ (as amended), FAS does not impose conditions on or refuse to approve the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group;

(f) insofar as the Offer constitutes, or is deemed to constitute a concentration under Law No. 4054 on the Protection of Competition of the Republic of Turkey, the Turkish Competition Board indicating, in terms satisfactory to the Offeror that it does not intend to initiate proceedings under Article 10 of Law No. 4054 on the Protection of Competition in respect of the proposed acquisition of Chloride by the Offeror or any member of the Emerson Group;

(g) there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Chloride Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance which, in consequence of the Offer, or the implementation of the same, or the acquisition or proposed acquisition by any member of the Emerson Group of any or all of the shares or other securities in Chloride or because of a change in the control or management of Chloride or any member of the Wider Chloride Group or otherwise, could or might result in:

(i) any moneys borrowed by or any other indebtedness or liabilities (whether actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or any right, liability, obligation or interest of any such member thereunder being, or becoming capable of being, terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any asset or interest of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any such member, or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, body or company (or any arrangements or agreements relating to any such interest or business) being or becoming capable of being terminated, modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability (whether actual or contingent) by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Chloride Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition 1(g);

(h) no Third Party having decided or intimated a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having made, proposed or enacted any statute, regulation, decision or order, or having taken any measures or other steps or required any action to be taken which would or might be expected to:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Emerson Group or by any member of the Wider Chloride Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct all or any part of their respective businesses or to own, control or manage any of their respective businesses, assets or properties or any part thereof;

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Emerson Group of any shares or other securities in the Wider Chloride Group;

(iii) impose any limitation on, or result in any delay in, the ability of any member of the Wider Emerson Group or any member of the Wider Chloride Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Emerson Group or any member of the Wider Chloride Group;

(iv) make the Offer or its implementation or the acquisition or proposed acquisition by the Offeror or by any member of the Wider Emerson Group of any shares or other securities in, or control or management of, Chloride void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise impede, challenge or interfere therewith;

(v) require any member of the Wider Emerson Group or any member of the Wider Chloride Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider Chloride Group or the Wider Emerson Group owned by any third party (save, in the case of the Offer, pursuant to Part 28 of the Companies Act 2006);

(vi) impose any limitation on the ability of any member of the Wider Emerson Group or any member of the Wider Chloride Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Emerson Group or any other member of the Wider Chloride Group;

(vii) result in any member of the Wider Emerson Group or any member of the Wider Chloride Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) otherwise adversely affect any or all of the business, assets, profits, or financial or trading position or prospects, of any member of the Wider Emerson Group or of any member of the Wider Chloride Group,

and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) during which any Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Chloride Shares by any member of the Emerson Group having expired, lapsed or been terminated;

(i) all necessary filings or applications having been made and all statutory or regulatory obligations in any jurisdiction having been complied with, in each case in connection with the Offer and/or the acquisition, or proposed acquisition, by any member of the Wider Emerson Group of any shares or other securities in, or control of, Chloride;

(j) all Authorisations which are necessary or are deemed necessary or appropriate by the Offeror or any member of the Wider Emerson Group in any relevant jurisdiction for or in respect of the Offer (including, without limitation, its implementation and financing) or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Chloride by any member of the Wider Emerson Group having been obtained in terms and in a form satisfactory to the Offeror from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Chloride Group has entered into contractual arrangements;

(k) all Authorisations, which are necessary or are deemed necessary or appropriate by the Offeror or any member of the Wider Emerson Group in any relevant jurisdiction for or in respect of carrying on the business of any member of the Wider Chloride Group, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, modify or not to renew any of the same at the time at which the Offer otherwise becomes unconditional;

(l) all necessary statutory or regulatory obligations in any jurisdiction having been complied with, and all appropriate waiting and other time periods under applicable laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all regulatory clearances in any relevant jurisdiction having been obtained, in each case in respect of the Offer or any matter arising from the proposed acquisition of Chloride by any member of the Wider Emerson Group, and no temporary restraining order, preliminary or permanent injunction or other order having been threatened or issued and being in effect by a court or other Third Party of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer or any matter arising from the proposed acquisition of Chloride by any member of the Wider Emerson Group;

(m) since 31 March 2010 and except as disclosed in Chloride`s annual report and accounts for the year then ended or as otherwise publicly announced by Chloride prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service), no member of the Wider Chloride Group having:

(i) save for Chloride Shares issued pursuant to the exercise of options granted under the Chloride Share Schemes, issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class;

(ii) save for the grant of options granted under the Chloride Share Schemes, issued or agreed to issue, or authorised or proposed the issue of, securities convertible into or exchangeable for shares of any class, or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) save in respect of the exercise of options granted under the Chloride Share Schemes, transferred or sold any shares out of treasury;

(iv) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

(v) merged with, demerged with or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose the same;

(vi) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) issued, agreed to issue, authorised or proposed the issue of, or made any change in or to, any debentures or (save in the ordinary course of business) incurred or increased any indebtedness or liability (whether actual or contingent);

(viii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(ix) entered into, implemented, authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;

(x) entered into or varied, or made an offer to vary, the terms of any contract, agreement, commitment, transaction or arrangement with any director or senior executive of any member of the Wider Chloride Group;

(xi) entered into, varied, authorised, proposed or announced its intention to enter into or vary any contract, agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(a) is of a long term, onerous or unusual nature or magnitude or which involves or could involve an
obligation of such nature or magnitude; or

(b) is or could be restrictive on the businesses of any member of the Wider Chloride Group or the Wider
Emerson Group; or

(c) which is otherwise than in the ordinary course of business;

(xii) taken or proposed any corporate action, or had any legal proceedings started or threatened against it or petition presented or order made, for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or had any analogous person appointed in any jurisdiction;

(xiii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Chloride Group or the Wider Emerson Group;

(xiv) waived or compromised any claim other than of an immaterial amount in the ordinary course of business;

(xv) madeany alteration to its memorandum or articles of association;

(xvi) madeor agreed or consented to any change to:

(a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider
Chloride Group for its directors, employees or their dependents;

(b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions
which are payable thereunder;

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are
calculated or determined; or

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued
or made;

(xvii) beenunable, or admitted that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or having entered into a moratorium, composition or other arrangement with its creditors in respect of its debts or ceased or threatened to cease carrying on all or a substantial part of its business;

(xviii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Chloride Group; or

(xix) entered into any contract, commitment, transaction, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to, or to propose to, effect, any of the transactions, matters or events referred to in this Condition 1(m);

(n) since 31 March 2010 and except as disclosed in Chloride`s annual report and accounts for the year then ended or as otherwise publicly announced by Chloride prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service):

(i) no adverse change or deterioration having occurred, and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects of any member of the Wider Chloride Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Chloride Group is or may become a party (whether as a claimant, defendant or otherwise) having been instituted, announced or threatened by or against, or become pending or remained outstanding in respect of, any member of the Wider Chloride Group;

(iii) no contingent or other liability of any member of the Wider Chloride Group having arisen, increased or become apparent to the Offeror;

(iv) no step having been taken which is likely to result in the withdrawal, cancellation, termination or material modification of any licence held by any member of the Wider Chloride Group; and

(v) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Chloride Group having been instituted, announced or threatened by or against, or become pending or remained outstanding in respect of, any member of the Wider Chloride Group;

(o) the Offeror not having discovered:

(i) that any financial, business or other information concerning the Wider Chloride Group disclosed at any time by or on behalf of any member of the Wider Chloride Group (whether publicly, to any member of the Wider Emerson Group or otherwise) is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading;

(ii) that any member of the Wider Chloride Group, or any partnership, company or other entity in which any member of the Wider Chloride Group has a significant economic interest and which is not a subsidiary undertaking of Chloride, is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Chloride for the year ended 31 March 2010; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Chloride Group; and

(p) the Offeror not having discovered that:

(i) any past or present member of the Wider Chloride Group has failed to comply with any applicable legislation or regulation of any jurisdiction or any notice, order or requirement of any Third Party with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use,
treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Chloride Group; or

(ii) there is, or is likely to be, for that or any other reason, any liability (whether actual or contingent) of any past or present member of the Wider Chloride Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated, made use of or controlled by any such past or present member of the Wider Chloride Group, under any environmental legislation, regulation, notice, circular or order of any Third Party.

For the purposes of these Conditions:

“Authorisations” means authorisations, orders, directions, rules, recognitions,
grants, determinations, licences, certificates, confirmations, consents,
clearances, permissions and approvals;

“Third Party” means any national, state or local government, government
department or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, central bank, authority
(including any national or supranational anti-trust or merger control
authority), court, tribunal, arbitrary body, trade agency, association,
institution or any other body or person whatsoever in any relevant jurisdiction;

“Wider Chloride Group” means Chloride and its subsidiary undertakings,
associated undertakings and any other undertaking in which Chloride and/or such
undertakings (aggregating their interests) have a significant interest;

“Wider Emerson Group” means Emerson and its subsidiary undertakings, associated
undertakings and any other undertaking in which Emerson and/or such undertakings
(aggregating their interests) have a significant interest; and

for these purposes “subsidiary undertaking” and “undertaking” have the meanings
given by the Companies Act 2006, “associated undertaking” has the meaning given
by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of
Schedule 6 to those Regulations which shall be excluded for this purpose, and
“significant interest” means a direct or indirect interest in ten per cent. or
more of the equity share capital (as defined in the Companies Act 2006).

2.Certain further terms of the Offer

(a) The Offeror reserves the right to waive, in whole or in part, all or any of Conditions, except for Condition 1(a).

(b) Conditions 1(b) to 1(p) (inclusive) must be fulfilled or waived by midnight (London time) on the 21st day after the later of the first closing date of the Offer and the date on which Condition 1(a) is fulfilled (or, in each case, such later date as the Offeror may, with the consent of the Panel, decide). The Offeror shall be under no obligation to waive or treat as satisfied any of Conditions 1(b) to 1(p) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there be at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

(c) Except with the Panel`s consent, the Offeror will not invoke any of the Conditions 1(b) to 1(p) (inclusive) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant Condition are of material significance to the Offeror in the context of the Offer.

(d) If the Offeror (or any other member of the Emerson Group) is required by the Panel to make an offer for any Chloride Shares under the provisions of Rule 9 of the Code, the Offeror (or, as the case may be, that member of the Emerson Group) may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

(e) The Offer will lapse if (unless otherwise agreed by the Panel) it is referred to:

(i) a serious doubts investigation under Article 6(1)(c) of Council Regulation (EC) 139/2004; or

(ii) the Competition Commission following a reference back by the European Commission to a competent authority in the United Kingdom
under Article 9 of Council Regulation (EC) 139/2004; or

before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later;

(f) If the Offer lapses it will cease to be capable of further acceptance. Chloride Shareholders who have accepted the offer and the Offeror shall thereafter cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(g) The Offeror reserves the right for any member of the Emerson Group from time to time, instead of the Offeror, to make the Offer or otherwise implement the acquisition of Chloride.

(h) The Offeror reserves the right to elect, with the consent of the Panel, to implement the Offer by way of scheme of arrangement under Part 26 of the Companies Act 2006. In such event, such offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer. In particular, Condition 1(a) will not apply and the Scheme will become effective and binding following:

(i) approval of the Scheme at the court meeting (or any adjournment thereof) by a majority of the Chloride Shareholders present and
voting either in person or by proxy representing 75 per cent. or more in value of Chloride Shareholders;

(ii) the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the
Chloride Shareholders being passed by the requisite majority at such general meeting; and

(iii) the sanction of the Scheme and confirmation of any associated reduction of capital by the Court (in each case with or without
modification, and any such modification to be on terms reasonably acceptable to Chloride and the Offeror) and an office copy of
the order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies and being registered by him.

(i) Under the Offer, Chloride Shares will be acquired by the Offeror fully paid and free from all liens, equities, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights existing as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Chloride in respect of a
Chloride Share after the date of this announcement, the price payable under the Offer in respect of a Chloride Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Chloride Share is or will be transferred pursuant to the Offer on a basis which entitles the Offeror alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Chloride Share will be obliged to account to the Offeror for the amount of such dividend or distribution or return of capital.

(j) The Offer will be made on the terms and will be subject to the Conditions which are set out in this Appendix I, those terms which will be set out in the Offer Documentation and such further terms as may be required to comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code, as well as the applicable requirements of US federal securities laws. This announcement does not constitute, or form part of, an offer or invitation to purchase Chloride Shares or any other securities.

(k) The availability of the Offer to Overseas Shareholders may be affected by the laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable requirements.

(l) Unless otherwise determined by the Offeror or required by the Code and permitted by applicable law and regulation, the Offer is not being, and will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, Canada, Australia, Japan or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia, Japan or any other Restricted Jurisdiction.

(m) This Offer and any acceptance thereof will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out herein and in the formal Offer Documentation (including any applicable Form of Acceptance). The Offer will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code.

(n) If:

(i) the Offeror waives, in whole or in part, all or any of the Conditions above (excluding Condition 1(a)), as set out in paragraph
2(a) above; or

(ii) the Offeror is required by the Panel to make an offer for Chloride Shares under the provisions of Rule 9 of the Code, and the
Offeror alters any of the above Conditions as necessary to comply with the provisions of that Rule, as set out in paragraph 2(d)
above,

the Offeror will extend the Offer Period and take such further action as required by the Code or other applicable law.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1. Unless otherwise stated, the financial information relating to the Emerson Group has been extracted or derived (without any adjustment) from Emerson`s audited annual
report and accounts for the year ended 30 September 2009 and from Emerson`s Form 10-Q Quarterly Report (unaudited) filed on 5 May 2010.

2. Unless otherwise stated, the financial information relating to the Chloride Group has been extracted or derived (without any adjustment) from Chloride`s audited annual
report and accounts for the year ended 31 March 2010.

3. Other information relating to Chloride has been extracted or derived, without material adjustment, from public sources.

4. The value placed by the Offer on the entire existing issued and to be issued share capital, and other statements made by reference to the existing issued and to be issued
share capital, of Chloride are based on, as applicable, the Offer Price of 375 pence per Chloride Share and 263,147,793 Chloride Shares being in issue (as sourced from
the Regulatory Information Service announcement released by Chloride on 3 June 2010) and an additional 2,657,192 Chloride Shares (net of 5,736,328 Chloride Shares held in
the Employee Benefit Trust and expected to be used to satisfy the exercise of share options) which Emerson understands from the Chloride Scheme Document are issuable on
the exercise of share options as at 2 June 2010.

5. Unless otherwise stated, all prices quoted for Chloride Shares have been derived from SEDOL and represent the closing middle market prices of Chloride Shares on the
relevant dates.

6. References to a percentage of Chloride Shares are based on the number of Chloride Shares in issue (as sourced from the Regulatory Information Service announcement
released by Chloride on 3 June 2010).

7. Figures stated are subject to rounding approximations.

8. Information in relation to the average closing price per Chloride Share for the three month period up to and including 23 April 2010 is for the period from 25 January
2010 up to and including 23 April 2010 (only trading days are included in the average).

9. The market capitalisation of Chloride has been based on 263,147,793 Chloride Shares being in issue as sourced from the Regulatory Information Service announcement
released by Chloride on 3 June 2010).

10. The market capitalisation of Emerson has been based on 753,169,778 Emerson common shares being in issue (as sourced from Emerson`s Form 10-Q Quarterly Report (unaudited)
filed on 5 May 2010).

APPENDIX III

DEFINITIONS

In this announcement, the following definitions apply unless the context
requires otherwise:

“Business Day” any day on which banks are generally open in England and Wales for the transaction of general banking business, other than a Saturday, Sunday or public holiday;

“Chloride” Chloride Group Public Limited Company, a company incorporated in England and Wales with registered number 00035389 and whose registered office is at Ebury Gate, 23 Lower Belgrave Street, London, SW1W 0NR;

“Chloride Board” the board of directors of Chloride;

“Chloride Group” Chloride Group Public Limited Company, together with its subsidiaries and subsidiary undertakings from time to time;

“Chloride Scheme Document” the document dated 25 June 2010 in respect of the recommended cash acquisition by ABB Acquisitions Limited of Chloride by means of a scheme of arrangement under Part 26 of the Companies Act containing, inter alia, details of the proposed scheme of arrangement between Chloride and holders of certain Chloride Shares;

“Chloride Share Schemes” the Chloride Group PLC 1994 Share Option Scheme, the Chloride Group PLC 1996 Share Option Scheme, the Chloride Group 1997 Savings-Related Share Option Scheme, the Chloride Group PLC Executive Share Option Scheme 2001, the Chloride Group PLC Performance Share Plan, the Chloride Group PLC Savings-Related Share Option Scheme 2007 and the Chloride Group PLC Deferred Share Bonus Plan;

“Chloride Shareholders” the holders of Chloride Shares, from time to time;

“Chloride Shares” the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 25 pence each in the capital of Chloride and any further such shares which may be unconditionally allotted or issued and fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (or, subject to the Code, such earlier date or dates as Emerson may decide), but excluding any shares held as treasury shares or which become held in treasury;

“Closing Price” the closing middle market price of a Chloride Share as derived from SEDOL;

“Code” The City Code on Takeovers and Mergers;

“Companies Act” the Companies Act 2006 (as amended);

“Conditions” the conditions to the Offer set out in Appendix I to this announcement;

“EFTA” the European Free Trade Association;

“Emerson” Emerson Electric Co., a company incorporated in Missouri, United States and whose principal executive office is at 8000 W. Florissant Avenue, P.O. Box 4100, St. Louis, Missouri, United States 63136-8506;

“Emerson Group” Emerson, together with its subsidiaries and subsidiary undertakings from time to time;

“Employee Benefit Trust” the Chloride Group Employee Benefit Trust dated 24 June 1997 made between Chloride Group Public Limited Company and Mourant & Co Trustees Limited;

“Enlarged Group” the combined Emerson Group and Chloride Group from the date on which the Offer becomes or is declared wholly unconditional;

“EU“ or “European Union“ the European Union first established by the treaty made at Maastricht on 7 February 1992;

“Financial Services Authority” the UK Financial Services Authority;

“Form of Acceptance” the form of acceptance and authority relating to the Offer which will accompany the Offer Document when issued;

“Greenhill” Greenhill & Co. International LLP;

“J.P. Morgan Cazenove” J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove;

“Listing Rules” the rules and regulations made by the Financial Services Authority acting in its capacity as UK Listing Authority under the Financial Services and Markets Act 2000, as amended from time to time, and contained in the UK Listing Authority`s publication of the same name;

“London Stock Exchange” London Stock Exchange plc or its successor(s);

“Offer” the cash offer to be made by the Offeror, a wholly owned subsidiary of Emerson, to acquire all the Chloride Shares (other than any Chloride Shares held by the Offeror) set out in this announcement and subject to the terms and conditions to be set out in the Offer Documentation and, where the context so requires, any subsequent revision, variation, extension or renewal thereof;

“Offer Document” the document to be sent to Chloride Shareholders following the date of this announcement containing, inter alia, the terms and conditions of the Offer and certain information about Emerson, the Offeror and the Emerson Group;

“Offer Documentation” the Offer Document and the accompanying Forms of Acceptance to be sent to Chloride Shareholders following the date of this announcement;

“Offeror” Rutherfurd Acquisitions Limited, a company incorporated in England and Wales with registration number 7273198 and having its registered office at 2nd Floor, Accurist House, 44 Baker Street, London W1U 7AL;

“Offer Period” the period commencing on (and including) 26 April 2010 and ending on the date on which the Offer becomes or is declared wholly unconditional as to acceptances or lapses;

“Offer Price” 375 pence per Chloride Share;

“Official List” the Official List of the UK Listing Authority;

“Overseas Shareholders” Chloride Shareholders who are citizens, residents or nationals of jurisdictions outside the United Kingdom;

“Panel” The Panel on Takeovers and Mergers;

“Pounds”, “pence” or “£” the lawful currency of the United Kingdom;

“Regulatory Information Service” any of the information services set out in Appendix 3 to the Listing Rules;

“Restricted Jurisdiction” includes Canada, Australia, Japan and any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Offeror regards as unduly onerous;

“Restricted Overseas Person” any person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom the Offeror believes to be in, or resident in, any Restricted Jurisdiction;

“Scheme” a scheme of arrangement under Part 26 of the Companies Act between Chloride and the Chloride Shareholders (should Emerson elect to make the Offer by way of a scheme of arrangement (as that term is defined in the Companies Act));

“SEC” United States Securities and Exchange Commission;

“SEDOL” the London Stock Exchange Daily Official List;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“UK Listing Authority” the Financial Services Authority acting in its capacity as the competent authority for listing in the United Kingdom for the purposes of Part VI of the Financial Services and Markets Act 2000;

“United States” or “US” or “USA” the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction;

“UPS” uninterruptible power supply;

“US Exchange Act” the United States Securities and Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder;

“US GAAP” generally accepted accounting principles in the United States; and

“US$“, “US dollars“ or “$“ the lawful currency of the United States.

CE100990006

Emerson
Media
Mark Polzin, +1-314-982-1758
Investors
Lynne Maxeiner, +1-314-553-2197
or
Greenhill (Financial Adviser)
London:
Brian Cassin, +44 20 7198 7400
New York:
Robert Greenhill or Jeff Buckalew, +1-212-389-1500
or
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
London:
Mark Breuer or Dwayne Lysaght, +44 20 7588 2828
or
Brunswick Group (Public Relations)
London:
Michael Harrison or Kate Holgate, +44 20 7404 5959
New York:
Stanislas Neve de Mevergnies or Dominic McMullan, +1-212-333-3810

Copyright Business Wire 2010