MILWAUKEE, Aug. 17, 2016 /PRNewswire/ -- Johnson
Controls (NYSE:JCI) shareholders today have voted to approve the
previously announced merger with Tyco (NYSE:TYC). In a final count
of the voting results, 97 percent of votes cast at a special
meeting voted in favor of the transaction, representing over
81 percent of all outstanding Johnson Controls shares as of the
record date. The final vote results will be filed on a Form 8-K
with the Securities and Exchange Commission.
Tyco shareholders have also approved the transaction.
The merger will create a global industrial leader uniquely
positioned in buildings and energy markets with $30 billion in annual revenue by bringing
together two leading businesses with best-in-class product,
technology and services to deliver greater value to customers,
shareholders and employees.
"I am pleased our shareholders have voted in favor of this
powerful strategic combination, which will unite two world-class
companies with complementary capabilities," said Alex Molinaroli, chairman and CEO of Johnson
Controls. "I am excited and enthusiastic as we create the world
leader in buildings and energy systems with a strong leadership
team and dedicated employees around the world ready to
deliver on the promise of smarter cities and communities."
The merger with Tyco is expected to be completed on Sept. 2, 2016.
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
or follow us @johnsoncontrols on Twitter.
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 definitive joint proxy statement of Johnson Controls and
Tyco that also constitutes a prospectus of Tyco (the "Joint Proxy
Statement/Prospectus"). Johnson Controls and Tyco have mailed to
their respective shareholders the definitive Joint Proxy
Statement/Prospectus in connection with the transaction. INVESTORS
AND SECURITY HOLDERS OF JOHNSON CONTROLS AND TYCO ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT JOHNSON CONTROLS, TYCO, THE TRANSACTION AND
RELATED MATTERS. Investors and security holders are 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 are 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 are
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.
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 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, 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.
Statement Required by the Irish Takeover Rules
The directors of Johnson Controls accept responsibility for the
information contained in this communication. 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 is in accordance with
the facts and does not omit anything likely to affect the import of
such information. CenterviewPartners 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, CenterviewPartners 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.
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.
Contact
Information
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Media:
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Fraser
Engerman
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(414)
524-2733
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Investors:
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Kathryn A.
Campbell
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(414)
524-2085
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SOURCE Johnson Controls