updated 12/16/2004 4:59:34 PM ET 2004-12-16T21:59:34

Kidde PLC, the British fire and safety company, said Thursday it had agreed to a 1.4 billion pound ($2.8 billion) takeover by United Technologies Corp.

United Technologies, based in Hartford, Conn., offered 167 pence ($3.25) per share. Kidde shareholders will also receive a special interim dividend in lieu of a final dividend of 2 pence (about 4 cents) per share after the offer becomes unconditional.

Kidde chairman Norman Askew, speaking on a conference call with reporters, said the deal represented a 35 percent premium to the company's share price before the initial approach and a 67 percent premium over the share price a year ago.

Kidde PLC became an independent company four years ago. The group originated in 1988 when Williams Holdings acquired Graviner Ltd. and its subsidiaries Deugra in Germany and Detector Electronics in the United States. The Walter Kidde Group, which included the Kidde and Fenwal companies the United States and Britain, was also part of the acquisition.

United Technologies last year acquired Chubb PLC, also formerly part of Williams Holdings. United Technologies also owns Pratt & Whitney, an aircraft engine maker and Sikorsky, a maker of helicopters, as well as Otis elevators and Carrier air conditioners.

The takeover offer will be unanimously recommended by the Kidde board and is expected to become unconditional in the first quarter of 2005.

Kidde shares were up 4.4 percent at 166 pence ($3.23) in morning trading on the London Stock Exchange.

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