RECOMMENDED CASH ACQUISITION of E2V TECHNOLOGIES PLC by RHOMBI HOLDINGS LIMITED a wholly-owned, indirect subsidiary of TELEDYNE TECHNOLOGIES INCORPORATED to be effected by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006

The boards of Teledyne Technologies Incorporated (“Teledyne”) and e2v technologies plc (“e2v” or the “Company”) are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Teledyne, through its wholly-owned, indirect subsidiary, Rhombi Holdings Limited (“Teledyne Bidco”), of the entire issued and to be issued ordinary share capital of e2v (the “Acquisition”). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Acquisition, each e2v Shareholder will be entitled to receive:

The Acquisition Price represents a premium of approximately:

48.2 per cent. to the Closing Price of 185.5 pence per e2v Share on 9 December 2016 (being the last Business Day prior to the date of this Announcement);

53.0 per cent. to the volume-weighted average Closing Price of 179.7 pence per e2v Share for the period between the announcement of the Half-year Report on 7 November 2016 and 9 December 2016 (being the last Business Day prior to the date of this Announcement);

39.8 per cent. to the volume-weighted average Closing Price of 196.7 pence per e2v Share for the three months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement);

34.4 per cent. to the volume-weighted average Closing Price of 204.6 pence per e2v Share for the six months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement); and

32.6 per cent. to the volume-weighted average Closing Price of 207.4 pence per e2v Share for the twelve months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

In addition, e2v Shareholders who were on the register of members of e2v as at close of business on 18 November 2016 will be entitled to receive and retain an interim dividend of 1.7 pence per e2v Share, which dividend will be paid on 20 December 2016 (the “Dividend”), without any reduction of the Acquisition Price payable under the Acquisition.

The Acquisition values the entire issued and to be issued ordinary share capital of e2v at approximately £619.6 million on a fully diluted basis.

The Teledyne Directors believe that there is a strong, complementary fit between Teledyne and e2v, which should enable both companies to accelerate revenue growth and profitability. Teledyne has a proven track record of acquiring and successfully integrating businesses into its network of companies able to serve multiple industrial growth markets. The Teledyne Directors believe that the e2v business will be an attractive addition to its existing network and will further enhance the Teledyne Group’s customer proposition and growth dynamics. The Acquisition of e2v provides Teledyne with complementary products, additional technical resources and management capabilities as well as strong positions in new markets.

The e2v Directors, who have been so advised by Investec and Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing financial advice to the e2v Directors, Investec and Rothschild have taken into account the commercial assessments of the e2v Directors. Investec and Rothschild are providing independent financial advice to the e2v Directors for the purposes of Rule 3 of the Code.

Accordingly, the e2v Directors intend to recommend unanimously that e2v Shareholders vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if (with the consent of the Takeover Panel) Teledyne Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept, or procure acceptances of, such Takeover Offer), as all the e2v Directors who hold e2v Shares (in a personal capacity or through members of their immediate families, related trusts or a nominee or nominees) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of members of their immediate families or related trusts or nominee(s)) of 2,258,390 e2v Shares, in aggregate, representing approximately 1.0 per cent. of the e2v Shares in issue on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

Teledyne Bidco has also received irrevocable undertakings to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if (with the consent of the Takeover Panel) Teledyne Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure acceptances of, such Takeover Offer) from AXA Investment Managers UK Limited, GVQ Investment Management Limited, Aberforth Partners LLP (on behalf of its underlying clients) and Artemis Investment Management LLP in respect of 69,008,614 e2v Shares, in aggregate, representing approximately 31.3 per cent. of the e2v Shares in issue on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

In addition, Teledyne Bidco has received letters of intent to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if (with the consent of the Takeover Panel) Teledyne Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure acceptances of, such Takeover Offer) from Aviva Investors Global Services Limited and Henderson Global Investors Limited in respect of 29,712,115 e2v Shares, in aggregate, representing approximately 13.5 per cent. of the e2v Shares in issue on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

Therefore, as at the date of this Announcement, Teledyne Bidco has received irrevocable undertakings and letters of intent to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if (with the consent of the Takeover Panel) Teledyne Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure acceptances of, such Takeover Offer) with respect to a total of 100,979,119 e2v Shares, in aggregate, representing approximately 45.8 per cent. of the e2v Shares in issue on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

Full details of the irrevocable undertakings and the letters of intent received by Teledyne Bidco are set out in Appendix III to this Announcement.

The cash consideration payable to Scheme Shareholders under the terms of the Acquisition will be funded from an acquisition debt facility provided by Bank of America, N.A. (as lender and administrative agent) (“BofA”).

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Teledyne Bidco elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for Teledyne Bidco to become the owner of the entire issued and to be issued ordinary share capital of e2v. The Scheme will be put to e2v Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The Resolutions required to implement the Scheme must also be approved by the requisite majority of e2v Shareholders at the General Meeting.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Further details of the Acquisition will be contained in the Scheme Document which is intended to be posted to e2v Shareholders, and, for information only, to participants in the e2v Share Schemes, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless Teledyne Bidco and e2v otherwise agree, and the Takeover Panel consents, to a later date. Subject to the Conditions and certain further terms set out in Appendix I to this Announcement, the Scheme is expected to become Effective in the first half of 2017.

48.2 per cent. to the Closing Price of 185.5 pence per e2v Share on 9 December 2016 (being the last Business Day prior to the date of this Announcement);

53.0 per cent. to the volume-weighted average Closing Price of 179.7 pence per e2v Share for the period between the announcement of the Half-year Report on 7 November 2016 and 9 December 2016 (being the last Business Day prior to the date of this Announcement);

39.8 per cent. to the volume-weighted average Closing Price of 196.7 pence per e2v Share for the three months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement);

34.4 per cent. to the volume-weighted average Closing Price of 204.6 pence per e2v Share for the six months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement); and

32.6 per cent. to the volume-weighted average Closing Price of 207.4 pence per e2v Share for the twelve months ended on 9 December 2016 (being the last Business Day prior to the date of this Announcement).

the Acquisition represents an opportunity for e2v Shareholders to realise value for their investment in cash at an attractive premium to the current share price;

Teledyne represents a natural partner for the e2v Group and there is a strong strategic and commercial rationale for a combination of the two complementary businesses which will enhance the strategic development of e2v; and

it enhances the prospects of the e2v Group for the benefit of all of its stakeholders, including e2v customers and employees.

transfer of the Scheme Shares held by Scheme Shareholders to Teledyne Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 (The Acquisition) of this Announcement; and

passing of the Resolutions at the General Meeting (including amendments to e2v Articles to ensure that any e2v Shares issued or transferred by the trustee of the e2v EBT between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any e2v Shares issued or transferred by the trustee of the e2v EBT after the Scheme Record Time will automatically be acquired by Teledyne Bidco).

satisfaction (or, where applicable, waiver) of the Conditions (including that certain anti-trust and regulatory filings are made and, if applicable, approvals are obtained (as further described in paragraphs 2(a) to 2(d) (inclusive) of Appendix I to this Announcement));

approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any adjournment, postponement or reconvention of such meeting to be held on or before the 22nd day after the expected

the passing of the Resolutions by the requisite majority at the General Meeting or at any adjournment, postponement or reconvention of that meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Teledyne Bidco and e2v may agree and the Court may allow);

the sanction of the Scheme and the delivery of an office copy of the Court Order to the Registrar of Companies; and

receipt of certain anti-trust and regulatory approvals (as further described in paragraphs 2(a) to 2(d) (inclusive) of Appendix I to this Announcement).

had an interest in, or right to subscribe for, relevant securities of e2v;

had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of e2v;

had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of e2v; or

had borrowed or lent any e2v Shares.

the Confidentiality Agreement;

the Co-operation Agreement;

the Common Interest Agreement;

documents relating to the financing of the Acquisition referred to in paragraph 10 (Financing) above; and

the irrevocable undertakings and the letters of intent referred to in paragraph 6 (Irrevocable undertakings and letters of intent) above and described in Appendix III to this Announcement.

The Scheme shall be subject to the following conditions:

(i) its approval by a majority in number of the Scheme Shareholders who are on the register of members of e2v at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court (or at any adjournment thereof)) and who represent 75 per cent. or more in value of the e2v Shares voted by those e2v Shareholders; and (ii) such Court Meeting being held on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Teledyne Bidco and e2v may agree and the Court may allow);

(i) the passing of the Resolutions by the requisite majority at the General Meeting; and (ii) such General Meeting being held on or before the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Teledyne Bidco and e2v may agree and the Court may allow);

the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Teledyne Bidco and e2v) at the Court Hearing; and

delivery of a copy of the Court Order to the Registrar of Companies for registration.

In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will only be taken on the satisfaction or, where applicable, waiver, of the following Conditions:

in so far as the Acquisition is required to be notified under the US merger control regime, all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Acquisition;

in so far as the Acquisition is required to be notified to the DDTC pursuant to section 122.4(b) of ITAR, all necessary notifications and filings having been made and all applicable waiting or notification periods having expired, lapsed or been terminated or waived as appropriate in each case in respect of the Acquisition without the DDTC having revoked any ITAR registration held by any member of the e2v Group or having imposed any conditions on any such registration which are not reasonably satisfactory to Teledyne Bidco;

in so far as the Acquisition is required to be notified under the German merger control regime, the German Bundeskartellamt deciding that the prohibition criteria in German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) are not satisfied, or being deemed to have made such a decision;

in so far as the Acquisition is required to be notified to the MINEFI: (a) the approval of the MINEFI (either express or implied due to the effluxion of the relevant time period for a response from the MINEFI) having been obtained, either unconditionally or subject to such conditions as may be reasonably satisfactory to Teledyne Bidco, in respect of the Acquisition in so far as it relates to a foreign investment in a sensitive activity as defined under Articles L. 151-3 and R. 153-1 et seq. of the French Monetary and Financial Code; or (b) notification from the MINEFI having been received that its approval pursuant to Articles L. 151-3

in so far as the Acquisition is required to be notified to the French Ministry of Defence under the French Code of Defence, confirmation having been received from the French Ministry of Defence that any permission to manufacture and/or sell relevant products held by any member of the e2v Group will not be withdrawn, or that it will not impose any conditions on any such permission which are not reasonably satisfactory to Teledyne Bidco, in each case as a consequence of the Acquisition;

no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Teledyne Group or by any member of the Wider e2v Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Teledyne Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Teledyne Group or the Wider e2v Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider e2v Group or any material asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Teledyne Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in e2v or on the ability of any member of the Wider e2v Group or any member of the Wider Teledyne Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider e2v Group;

make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, e2v by any member of the Wider Teledyne Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise materially interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, e2v by any member of the Wider Teledyne Group;

impose any material limitation on, or result in material delay in, the ability of any member of the Wider Teledyne Group or any member of the Wider e2v Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Teledyne Group and/or the Wider e2v Group;

result in any member of the Wider e2v Group or any member of the Wider Teledyne Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction (the consequences of which are material in the context of either the Wider Teledyne Group or the Wider e2v Group, taken as a whole); or

otherwise materially adversely affect all or any of the business, assets, liabilities or profits, of any member of the Wider e2v Group or any member of the Wider Teledyne Group,

each Governmental Entity, which regulates or licenses any member of the Wider e2v Group or any other body corporate in which any member of the Wider e2v Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Wider e2v Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms satisfactory to Teledyne Bidco);

all notifications, filings or applications which are necessary or considered appropriate by Teledyne Bidco having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated or waived (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations required by applicable law or deemed reasonably necessary or appropriate by Teledyne Bidco in any jurisdiction for, or in respect of, the Acquisition and, except pursuant to Chapter 3 of Part 29 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, e2v or any other member of the Wider e2v Group by any member of the Wider Teledyne Group having been obtained in terms and in a form satisfactory to Teledyne Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider e2v Group or the Wider Teledyne Group has entered into material contractual arrangements and all such Authorisations required by applicable law to carry on the business of any member of the Wider e2v Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise Effective or wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

no resolution of e2v Shareholders in relation to any acquisition or disposal of material assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of e2v Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Teledyne Bidco, no member of the Wider e2v Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of e2v Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider e2v Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Teledyne Group of any shares or other securities (or the equivalent) in e2v would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider e2v Group, taken as a whole):

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

the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements

any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

the rights, liabilities, obligations, interests or business of any such member or any member of the Wider e2v Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider e2v Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

any such member ceasing to be able to carry on business under any name under which it presently carries on business;

the value of, or the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

except as Disclosed, no member of the Wider e2v Group having since 31 March 2016:

issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of e2v Shares out of treasury (except, where relevant, as between e2v and wholly-owned subsidiaries of e2v or between the wholly-owned subsidiaries of e2v and except for the issue or transfer out of treasury of e2v Shares or the exercise of employee share options or vesting of employee share awards in the ordinary course under the e2v Share Schemes);

recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of e2v to e2v or any of its wholly-owned subsidiaries and the Dividend;

other than pursuant to the Acquisition (and except for transactions between e2v and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of e2v and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider e2v Group, taken as a whole;

except for transactions between e2v and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of e2v or in respect of transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

except for transactions between e2v and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of e2v or in respect of transactions in the ordinary course of business, issued, authorised or proposed or announced an intention to authorise or propose the issue of or made any change in or to the

entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves or could involve an obligation of a material nature or magnitude which is reasonably likely to be restrictive on the business of any member of the Wider e2v Group and which, taken together with any other such contract, arrangement, agreement, transaction or commitment is material in the context of the Wider e2v Group, taken as a whole;

entered into or varied to a material extent the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course of business and pursuant to existing contractual obligations as Disclosed, senior executive of any member of the Wider e2v Group;

otherwise than in the ordinary course of business and as have been Disclosed, 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 employee of the Wider e2v Group;

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

waived, compromised or settled any claim where such waiver, settlement or compromise would have a material adverse effect on the financial position of the Wider e2v Group, taken as a whole;

terminated or varied the terms of any agreement or arrangement between any member of the Wider e2v Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider e2v Group, taken as a whole;

made any alteration to its memorandum, articles of association or other incorporation documents or any alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider e2v Group;

except for changes made or agreed to as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider e2v Group for its directors, employees or their dependants;

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

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

the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider e2v Group, taken as a whole;

(other than in respect of a member of the Wider e2v Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator,

(except for transactions between e2v and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of e2v in the ordinary course of business) made, authorised, proposed or announced an intention to propose any change in its loan capital;

entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which, in any such case, is material in the context of the Wider e2v Group, taken as a whole; or

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

except as Disclosed, since 31 March 2016, there having been:

no adverse change or deterioration having occurred, and no circumstance having arisen which would or might reasonably be expected to result in any adverse change or deterioration in, the business, assets, liabilities, shareholders’ equity, financial or trading position or profits, or operational performance of any member of the Wider e2v Group which is material in the context of the Wider e2v Group, taken as a whole;

no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with respect to intellectual property rights owned or used by the Wider e2v Group) to which any member of the Wider e2v Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider e2v Group, in each case which would or might reasonably be expected to have a material adverse effect on the Wider e2v Group, taken as a whole;

no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider e2v Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider e2v Group, in each case, which would or might reasonably be expected to have a material adverse effect on the Wider e2v Group, taken as a whole;

no contingent or other liability having arisen or become apparent to Teledyne Bidco or increased other than in the ordinary course of business which would or might reasonably be expected to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider e2v Group to an extent which is material in the context of the Wider e2v Group, taken as a whole; and

no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider e2v Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the Wider e2v Group, taken as a whole; or

    except as Disclosed, Teledyne Bidco not having discovered that:

any financial, business or other information concerning the Wider e2v Group announced publicly prior to the date of this Announcement or disclosed to any member of the Wider Teledyne Group by or on behalf of any member of the Wider e2v Group prior to the date of this Announcement is materially misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to an extent which is material in the context of the Wider e2v Group, taken as a whole;

any past or present member of the Wider e2v Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance

there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider e2v Group which, in any case, is material in the context of the Wider e2v Group, taken as a whole;

there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider e2v Group (or on its behalf), or in which any such member may have, or previously have had or be deemed to have had, an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which, in any case, is material in the context of the Wider e2v Group, taken as a whole;

circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider e2v Group would be likely to be required to institute) an environmental, audit or take any steps which would, in any such case, be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider e2v Group (or on its behalf) or by any person for which a member of the Wider e2v Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest, which, in any case, is material in the context of the Wider e2v Group, taken as a whole;

any member of the Wider e2v Group is subject to any liability, actual or contingent and which has arisen otherwise than in the ordinary course of business, which is not disclosed in the annual report and accounts of e2v for the period ended 31 March 2016 and which is material in the context of the Wider e2v Group, taken as a whole;

circumstances exist whereby a person has, or class of persons have, or is reasonably likely to have, any legitimate claim or claims against any member of the Wider e2v Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Wider e2v Group, which, in each case, is material in the context of the Wider e2v Group, taken as a whole;

any member of the Wider e2v Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the Foreign and Corrupt Practices Act 1977 (as amended) or any other applicable anti-corruption legislation;

any past or present member of the Wider e2v Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United States or the European Union or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction;

any asset of any member of the Wider e2v Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider e2v Group, which would have a material adverse effect on the Wider e2v Group, taken as a whole, including:

any member of the Wider e2v Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider e2v Group being revoked, cancelled or declared invalid;

any claim being asserted or threatened by any person challenging the ownership of any member of the Wider e2v Group to, or the validity or effectiveness of, any of its intellectual property; or

any agreement regarding the use of any intellectual property licensed to or by any member of the Wider e2v Group being terminated or varied.

Subject to the requirements of the Takeover Panel and the Code, Teledyne Bidco reserves the right in its sole discretion to waive (if capable of waiver), in whole or part:

any of the Conditions set out in the above Condition ‎1 of Part A relating to the timing of the Court Meeting and the General Meeting. If any of the deadlines for those events are not met, Teledyne Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with e2v to extend the deadline in relation to the relevant Condition; and

in whole or in part, all or any of the above Conditions 2(b) and 2(d) to 2(l) of Part A (inclusive). Conditions 2(a) and 2(c) cannot be waived.

Conditions 2(a) and 2(c) of Part A (inclusive) must be fulfilled by, and Conditions 2(b) and 2(d) to 2(l) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Teledyne Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or, where applicable, waiver thereof, notwithstanding that any such Condition or the other Conditions of the Scheme and the Acquisition may at such earlier date have been, where applicable, waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Under Rule 13.5 of the Code, Teledyne Bidco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any Takeover Offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Teledyne Bidco in the context of the Acquisition. Condition ‎1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) and paragraph 6 below are not subject to this provision of the Code.

If Teledyne Bidco is required by the Takeover Panel to make an offer for e2v Shares under the provisions of Rule 9 of the Code, Teledyne Bidco may make such alterations to the Conditions and further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

Teledyne Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Teledyne, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if Teledyne Bidco so decides (with the consent of the Takeover Panel), on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Teledyne Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient e2v Shares are otherwise acquired, it is the intention of Teledyne Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding e2v Shares to which such Takeover Offer relates.

The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:

in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

Teledyne Bidco reserves the right, with the prior consent of (i) the Takeover Panel; and (ii) e2v (such consent not to be unreasonably withheld), for any other member of the Teledyne Group from time to time to implement the Acquisition.

The e2v Shares shall be acquired by Teledyne Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) 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, other than the Dividend.

If after the date of this Announcement but prior to the Effective Date any dividend or other distribution (other than the Dividend) is declared, paid or made or becomes payable by e2v, Teledyne Bidco reserves the right (without prejudice to any right of Teledyne Bidco, with the consent of the Takeover Panel, to invoke Condition 2(j)(ii) above) to reduce the consideration payable under the terms of the Acquisition by the aggregate amount of such dividend or distribution and, accordingly, to reduce the Acquisition Price although, in such circumstances, e2v Shareholders would be entitled to retain any such dividend or distribution declared, made or paid. Furthermore, Teledyne Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of an e2v Share in such circumstances as are, and by such amount as is, permitted by the Takeover Panel.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any e2v Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

Unless otherwise determined by Teledyne Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

Unless otherwise stated, financial information relating to e2v has been extracted or derived (without material adjustment) from the audited consolidated financial statements of e2v for the financial year ended 31 March 2016 or e2v’s half-year report for the six months ended 30 September 2016.

References to the existing issued share capital of e2v are to the number of e2v Shares in issue as at 9 December 2016, being the last Business Day prior to the date of this Announcement, which was 220,273,051 e2v Shares (including 1,397,731 e2v Shares held in treasury and 459,243 e2v Shares held by the trustee of the e2v EBT, which, in each case, will be Excluded Shares for the purposes of the Scheme). The international securities identification number for the e2v Shares is GB00B01DW905.

References to the fully diluted share capital of e2v are to 225,324,318 e2v Shares based on:

the number of existing e2v Shares set out in paragraph (ii) of this Appendix II above; plus

a maximum of 6,908,241 e2v Shares to be issued to satisfy outstanding options or awards under the e2v Share Schemes; less

459,243 e2v Shares which are held by the trustee of the e2v EBT and which will be Excluded Shares for the purposes of the Scheme; less

1,397,731 e2v Shares held in treasury and which will be Excluded Shares for the purposes of the Scheme.

Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

Unless otherwise stated, all prices for e2v Shares are the Closing Price for the relevant date.

The Closing Prices of e2v Shares are taken from the London Stock Exchange Daily Official List.

the Scheme Document is not published within 28 days (or such longer period as Teledyne Bidco and e2v may agree with the consent of the Takeover Panel) after the date of this Announcement;

an event occurs or circumstances arise which result in Teledyne Bidco no longer being required by the Code to proceed with the Acquisition;

the Scheme has not become effective by the Long Stop Date;

the Scheme lapses or is withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Scheme lapses or is withdrawn solely as a result of Teledyne Bidco exercising its right to implement the Acquisition by way of Takeover Offer rather than a Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Teledyne Bidco or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

the Scheme is otherwise withdrawn in a manner permitted by the Panel.

the Scheme Document is not published within 28 days (or such longer period as Teledyne Bidco and e2v may agree with the consent of the Takeover Panel) after the date of this Announcement;

the Scheme has not become effective by the Long Stop Date;

the Scheme lapses or is withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Scheme lapses or is withdrawn solely as a result of Teledyne Bidco exercising its right to implement the Acquisition by way of Takeover Offer rather than a Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Teledyne Bidco in accordance with Rule 2.7 of the Code at the same time;

the relevant e2v Shareholder is required to withdraw it by any court of competent jurisdiction or a competent regulator; or

a third party announces a firm intention to make offer to acquire the entire issued and to be issued share capital of e2v (in the case of GVQ and AXA, within a specified period following the publication of the Scheme Document) at a value which, in the case of Artemis, is not less than 10 per cent. greater than the value per e2v Share offered pursuant to the Acquisition, and, in the case of GVQ and AXA, is not less than five per cent. greater than the value per e2v Share offered pursuant to the Acquisition.

the Scheme Document is not published within 28 days (or such longer period as Teledyne Bidco and e2v may agree with the consent of the Takeover Panel) after the date of this Announcement;

the Scheme lapses or is withdrawn or does not become effective; or

a third party announces a firm intention to make offer to acquire the entire issued and to be issued share capital of e2v at a price greater than the Acquisition Price.

all times referred to are to London time unless otherwise stated;

references to the singular include the plural and vice versa, unless the context otherwise requires;

references to a particular gender include the other gender, unless the context otherwise requires;

“subsidiary”, “subsidiary undertaking” and “undertaking” have the meanings given by the Companies Act and “associated undertaking” has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.