Tyco International Files 8K - Direct Or Off-Balance Sheet Financial Obligation
March 16 2016 - 4:43PM
Dow Jones News
Tyco International PLC (TYC) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on March 16, 2016.
The disclosure under Item 1.01 is incorporated herein by
reference.
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.
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.
In connection with the proposed transaction between Johnson
Controls, Inc. ("Johnson Controls") and Tyco International plc
("Tyco"), Tyco will file with the U.S. Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 that
will include a joint proxy statement of Johnson Controls and Tyco
that also constitutes a prospectus of Tyco (the "Joint Proxy
Statement/Prospectus"). Johnson Controls and Tyco plan to mail 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 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 (when available) 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, will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC. 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain 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.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344416000139/a8-kxcreditagreements.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344416000139/0000833444-16-000139-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
March 16, 2016 16:28 ET (20:28 GMT)
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