First Technology PLC of Britain has agreed to purchase BW Technologies Ltd. of Calgary in a friendly takeover for $260 million, the firms have announced.

First Technology, through its indirect wholly owned subsidiary First Technology Acquisition Canada Inc. of Calgary, will acquire all of BW’s fully diluted 7.2 million common shares for $36 per share – a premium of approximately 20 per cent over the closing price of $30 on the TSX on May 4.

The offer is conditional on First Technology acquiring a minimum 66.6 per cent of BW’s outstanding common shares.

BW manufactures gas-detection equipment. The company has satellite offices in Eastern Canada, the United States, the Middle East, China, the United Kingdom, Europe and Australia.

“The integration and synergy created by bringing First Technologies and BW together should further enhance BW’s goal to be the leading manufacturer in the gas-detection industry,” said Cody Slater, BW’s president and chief executive officer in a news release.

“We are entering an exciting period for BW and its employees. The marriage with First Tech should only bolster the opportunity for BW and its employees as we continue the tremendous growth that has been achieved over the past seven years.”

The deal is slated to close in early June. If BW’s board attempts to withdraw or revise its recommendation to accept the offer, BW will face a $12- million break fee.

First Technology has entered into lockup agreements with all of BW’s directors and senior officers with shares or options together with one other unidentified shareholder, who have committed to tender 1,463,058 shares, or 20.26 per cent of the company, that they currently own or may acquire.

Acumen Capital Finance Partners Ltd. of Calgary assisted with the sale.

First Technology provides gas and optoelectronic sensors, load cells, electronic ceramics, circuit breakers, crash-test dummies and sensors, force-sensing crash-test walls, and chip-on-board electronics to the oil and gas industry.

In a separate news release, First Technology said the deal unites BW with City Technology, First Technology’s gas-sensor company.

Meanwhile, First Technology has also agreed to acquire the gas-sensor businesses of ATMI Inc. for $11 million US.

“These acquisitions are a significant strategic step for First Technology,” John Shepherd, First Technology’s chief executive, said in a news release from the company’s head office in Surrey, England.