MILWAUKEE and CORK, Ireland, May 27,
2016 /PRNewswire/ -- Johnson Controls (NYSE: JCI) and
Tyco International (NYSE: TYC) today announced the senior executive
team that will lead the combined company following the close of
their planned merger, which is expected on or around Oct. 1, 2016.
As previously announced, at the effective time of the merger,
Johnson Controls chairman and chief executive officer Alex Molinaroli will be appointed to the same
role for the combined company. Tyco chief executive
officer George Oliver will serve as president and chief
operating officer, with responsibility for the operating businesses
and leading the integration, and will become a director on the new
company's board. Mr. Molinaroli will serve as chairman and
chief executive officer for 18 months after the closing. At
that time, Mr. Oliver will become chief executive officer and Mr.
Molinaroli will become executive chair for one year, after which
Mr. Oliver will become chairman and chief executive officer.
"We are pleased to reach this major milestone on our journey to
bring two great companies together to create a global leader in
building products and technology, integrated solutions and energy
storage," said Mr. Molinaroli. "This team of talented executives
will ensure the combined company continues to thrive, grow and
create unique value for our customers and shareholders. We are
looking forward to bringing our complementary capabilities together
to turn the possibilities for smart buildings and urban
environments into reality around the world."
Corporate Executive Officers
In addition to Mr. Oliver, upon completion of the merger the
following enterprise leaders will report to Mr. Molinaroli:
Grady Crosby will serve as vice president, public affairs &
chief diversity officer – currently holds the same role with
Johnson Controls
Simon Davis will serve as vice president & chief human
resources officer – currently holds the same role with Johnson
Controls
Kim Metcalf-Kupres will serve as vice president & chief
marketing officer – currently holds the same role with Johnson
Controls
Judy Reinsdorf will serve as executive vice president &
general counsel – currently holds the same role with Tyco
John Repko will serve as vice president & chief information
officer – currently chief information officer & enterprise
transformation leader with Tyco
Brian Stief will serve as executive vice president & chief
financial officer – currently holds the same role with Johnson
Controls
Jeff Williams will serve as vice president, operations &
engineering – currently holds the same role with Johnson
Controls
Business
Leaders
Upon completion of the merger, the following business leaders
will report to Mr. Oliver:
Bill Jackson, executive vice president & president, Building
Efficiency
Trent Nevill, vice president & president, Asia Pacific
Colleen Repplier, president, Fire Protection Products
Girish Rishi, executive vice president, North America Integrated
Solutions & Services and Tyco Retail Solutions
Mike Ryan, president, Security Products and Life Safety
Products
Johan Pfeiffer, executive vice president, Rest of World
Integrated Solutions & Services
Joe Walicki, vice president & president, Power Solutions
Until the close of the transaction, Johnson Controls and Tyco
will continue to operate independently under their current
leadership structures.
About Johnson Controls
Johnson Controls is a global diversified technology and
industrial leader serving customers in more than 150 countries. Our
150,000 employees create quality products, services and solutions
to optimize energy and operational efficiencies of buildings;
lead-acid automotive batteries and advanced batteries for hybrid
and electric vehicles; and seating components and systems for
automobiles. Our commitment to sustainability dates back to our
roots in 1885, with the invention of the first electric room
thermostat. Through our growth strategies and by increasing market
share we are committed to delivering value to shareholders and
making our customers successful. In 2016, Corporate Responsibility
Magazine recognized Johnson Controls as the #17 company in its
annual "100 Best Corporate Citizens" list. For additional
information, please visit http://www.johnsoncontrols.com. Follow
Johnson Controls Investor Relations on Twitter at
www.twitter.com/JCI_IR.
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 over 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. ("Johnson Controls") 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 that
includes a preliminary joint proxy statement of Johnson Controls
and Tyco that also constitutes a preliminary prospectus of Tyco
(the "Joint Proxy Statement/Prospectus"). These materials are not
yet final and will be amended. Johnson Controls and Tyco plan to
mail to their respective shareholders the definitive Joint Proxy
Statement/Prospectus in connection with the transaction after the
registration statement has become effective. INVESTORS AND SECURITY
HOLDERS OF JOHNSON CONTROLS AND TYCO ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JOHNSON CONTROLS,
TYCO, THE TRANSACTION AND RELATED MATTERS. Investors and security
holders will be able to obtain free copies of the Joint Proxy
Statement/Prospectus and other documents filed with the SEC by
Johnson Controls and Tyco through the website maintained by the SEC
at www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of the documents filed with the SEC by
Johnson Controls by contacting Johnson Controls Shareholder
Services at Shareholder.Services@jci.com or by calling (800)
524-6220 and will be able to 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.
PARTICIPANTS IN THE SOLICITATION
Johnson Controls, Tyco and certain of their respective
directors, executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the respective shareholders of Johnson Controls and
Tyco in connection with the proposed transactions, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the Joint Proxy
Statement/Prospectus. Information regarding Johnson Controls'
directors and executive officers is contained in Johnson Controls'
proxy statement for its 2016 annual meeting of shareholders, which
was filed with the SEC on December 14,
2015. Information regarding Tyco's directors and executive
officers is contained in Tyco's proxy statement for its 2016 annual
meeting of shareholders, which was filed with the SEC on
January 15, 2016.
Johnson Controls Cautionary Statement Regarding
Forward-Looking Statements
There may be statements in this communication that are, or could
be, "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and, therefore, subject to
risks and uncertainties, including, but not limited to, statements
regarding Johnson Controls' or the combined company's future
financial position, sales, costs, earnings, cash flows, other
measures of results of operations, capital expenditures or debt
levels are forward-looking statements. Words such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," "should,"
"forecast," "project" or "plan" or terms of similar meaning are
also generally intended to identify forward-looking statements.
Johnson Controls cautions that these statements are subject to
numerous important risks, uncertainties, assumptions and other
factors, some of which are beyond Johnson Controls' control, that
could cause Johnson Controls or the combined company's actual
results to differ materially from those expressed or implied by
such forward-looking statements, including, among others, risks
related to: Johnson Controls' and/or Tyco's ability to obtain
necessary regulatory approvals and shareholder approvals or to
satisfy any of the other conditions to the transaction on a timely
basis or at all, any delay or inability of the combined company to
realize the expected benefits and synergies of the transaction,
changes in tax laws, regulations, rates, policies or
interpretations, the loss of key senior management, anticipated tax
treatment of the combined company, the value of the Tyco shares to
be issued in the transaction, significant transaction costs and/or
unknown liabilities, potential litigation relating to the proposed
transaction, the risk that disruptions from the proposed
transaction will harm Johnson Controls' business, competitive
responses to the proposed transaction and general economic and
business conditions that affect the combined company following the
transaction. A detailed discussion of risks related to Johnson
Controls' business is included in the section entitled "Risk
Factors" in Johnson Controls' Annual Report on Form 10-K for the
fiscal year ended September 30, 2015
filed with the SEC on November 18,
2015 and Johnson Controls' quarterly reports on Form 10-Q
filed with the SEC after such date, which are available at
www.sec.gov and www.johnsoncontrols.com under the "Investors"
tab. Any forward-looking statements in this communication are only
made as of the date of this communication, unless otherwise
specified, and, except as required by law, Johnson Controls assumes
no obligation, and disclaims any obligation, to update such
statements to reflect events or circumstances occurring after the
date of this communication.
Tyco 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 Johnson
Controls 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 Johnson Controls accept responsibility for the
information contained in this communication other than that
relating to Tyco and the Tyco group of companies 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 Johnson Controls (who have taken all
reasonable care to ensure that 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.
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.
Centerview Partners LLC is a broker dealer registered with the
United States Securities and Exchange Commission and is acting as
financial advisor to Johnson Controls and no one else in connection
with the proposed transaction. In connection with the proposed
transaction, Centerview Partners LLC, its affiliates and related
entities and its and their respective partners, directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than
Johnson Controls for providing the protections afforded to their
clients or for giving advice in connection with the proposed
transaction or any other matter referred to in this
announcement.
Barclays Capital Inc. is a broker dealer registered with the
United States Securities and Exchange Commission and is acting as
financial advisor to Johnson Controls and no one else in connection
with the proposed transaction. In connection with the proposed
transaction, Barclays Capital Inc., its affiliates and related
entities and its and their respective partners, directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than
Johnson Controls for providing the protections afforded to their
clients or for giving advice in connection with the proposed
transaction or any other matter referred to in this
announcement.
Lazard Freres & Co. LLC, which is a registered broker dealer
with the SEC, is acting for Tyco and no one else in connection with
the proposed transaction and will not be responsible to anyone
other than Tyco for providing the protections afforded to clients
of Lazard Freres & 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.
Contacts
|
Johnson
Controls
|
Investors:
|
Kathryn Campbell
414-524-2085
|
Media:
|
Fraser Engerman
414-524-2733
|
|
|
Tyco Investors:
|
Antonella Franzen
609-720-4665
|
|
Ryan Edelman
609-720-4545
|
Media:
|
Stephen Wasdick
609-806-2262
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/johnson-controls-and-tyco-announce-future-executive-leadership-team-upon-close-of-planned-merger-300275968.html
SOURCE Johnson Controls