CORK, Ireland, July 21, 2016 /PRNewswire/ -- Tyco International
plc (NYSE: TYC) today announced that it expects to close its merger
with Johnson Controls, Inc. on September
2, 2016. The company also announced that its Board of
Directors has declared an accelerated dividend of $0.23 per ordinary share, payable on August 26, 2016, to shareholders of record at the
close of NYSE trading on August 5,
2016.
The accelerated dividend is in addition to the regular third
quarter dividend scheduled to be paid on August 17, 2016 to shareholders of record on
July 22, 2016. This accelerated
dividend pulls forward the quarterly dividend that Tyco would have
declared in its fiscal fourth quarter, and is intended to align
dividend payments made to shareholders of Tyco and Johnson Controls
prior to the closing of the merger. Closing of the merger is
contingent upon, among other things, the approval of proposals
related to the merger by shareholders of each company. The special
meetings for shareholders of Tyco and Johnson Controls are
scheduled for August 17, 2016.
ABOUT TYCO
Tyco (NYSE: TYC) is the world's largest
pure-play fire protection and security company. Tyco provides more
than three million customers around the globe with the latest fire
protection and security products and services. Tyco has
approximately 57,000 employees in more than 900 locations across 50
countries serving various end markets, including commercial,
institutional, governmental, retail, industrial, energy,
residential and small business. For more information, visit
www.tyco.com.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction between Johnson
Controls, Inc. ("JCI") and Tyco International plc ("Tyco"), Tyco
has filed with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 (the "Registration
Statement") that includes a joint proxy statement of JCI and Tyco
that also constitutes a prospectus of Tyco (the "Joint Proxy
Statement/Prospectus"). The Registration Statement was declared
effective by the SEC on July 6, 2016,
and the definitive Joint Proxy Statement/Prospectus was first
mailed to shareholders of JCI and Tyco on or about July 6, 2016. INVESTORS AND SECURITY HOLDERS OF
JCI AND TYCO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JCI, TYCO, THE
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Joint Proxy Statement/Prospectus and
other documents filed with the SEC by JCI and Tyco through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by JCI by contacting JCI Shareholder
Services at Shareholder.Services@jci.com or by calling (800)
524-6220 and may obtain free copies of the documents filed with the
SEC by Tyco by contacting Tyco Investor Relations at
Investorrelations@tyco.com or by calling (609) 720-4333.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Tyco's expectations or predictions
of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects,"
"possible" or "potential," by future conditional verbs such as
"assume," "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements. Actual results may
differ materially from current projections.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction. Many factors could cause
actual results to differ materially from these forward-looking
statements, including, in addition to factors previously disclosed
in Tyco's reports filed with the SEC, which are available at
www.sec.gov and www.Tyco.com under the "Investor Relations" tab,
and those identified elsewhere in this communication, risks
relating to the completion of the proposed transaction on
anticipated terms and timing, including obtaining shareholder and
regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the new
combined company's operations, the ability of Tyco and JCI to
integrate their businesses successfully and to achieve anticipated
synergies, changes in tax laws or interpretations, access to
available financing, potential litigation relating to the proposed
transaction, and the risk that disruptions from the proposed
transaction will harm Tyco's business.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The directors of Tyco accept responsibility for the information
contained in this communication relating to Tyco and the directors
of Tyco and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and
belief of the directors of Tyco (who have taken all reasonable care
to ensure such is the case), the information contained in this
communication for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Lazard Frères & Co. LLC, which is a registered broker dealer
with the SEC, is acting for Tyco International plc and no one else
in connection with the proposed transaction and will not be
responsible to anyone other than Tyco International plc for
providing the protections afforded to clients of Lazard Frères
& Co. LLC, or for giving advice in connection with the proposed
transaction or any matter referred to herein.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This communication is not intended to be and is not a prospectus
for the purposes of Part 23 of the Companies Act 2014 of
Ireland (the "2014 Act"),
Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of
2005) of Ireland (as amended from
time to time) or the Prospectus Rules issued by the Central Bank of
Ireland pursuant to section 1363
of the 2014 Act, and the Central Bank of Ireland ("CBI") has not approved this
communication.
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SOURCE Tyco