Tyco International Ltd. (TYC) filed a Form 8K - Entry Into a
Definitive Agreement - with the U.S Securities and Exchange
Commission on June 04, 2014.
On May 30, 2014, Tyco International Ltd. ("Tyco") entered into a
Merger Agreement (the "Merger Agreement") with Tyco International
plc, a newly-formed Irish public limited company and subsidiary of
Tyco ("Tyco Ireland"). Under the Merger Agreement, and subject to
the conditions set forth in the Merger Agreement, Tyco will merge
with and into Tyco Ireland, with Tyco Ireland being the surviving
company (the "Merger"). The Merger will result in Tyco Ireland
becoming Tyco's publicly-traded parent company and change the
jurisdiction of organization of Tyco from Switzerland to Ireland.
Tyco shareholders are expected to receive one ordinary share of
Tyco Ireland for each common share of Tyco held immediately prior
to the effectiveness of the Merger.
Upon completion of the Merger, Tyco Ireland is expected to
conduct, through its subsidiaries, the same businesses as conducted
by Tyco before the Merger and remain subject to the U.S. Securities
and Exchange Commission reporting requirements, the mandates of the
Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the applicable corporate governance
rules of the New York Stock Exchange.
The Merger is subject to Tyco shareholder approval of the Merger
Agreement and certain other conditions. Tyco plans to ask its
shareholders to vote to approve the Merger Agreement at a special
general meeting of shareholders.
The foregoing description of the Merger and related transactions
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement filed as Exhibit 2.1 and
incorporated herein by reference.
Caution Concerning Forward-Looking Statements
Certain statements in this press release are forward-looking
statements and involve risks and uncertainties. All statements
contained herein that are not clearly historical in nature are
forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "project" and similar expressions are generally
intended to identify forward-looking statements. Many of these
risks and uncertainties and contingencies are beyond our control,
and may cause actual results, performance or achievements to differ
materially from anticipated results, performances or achievements.
The following factors could affect our future results of operations
and could cause those results to differ materially from those
expressed in the forward-looking statements included in this proxy
statement/prospectus or incorporated by reference: an inability to
complete the Merger on a timely basis or at all; an inability to
realize expected benefits from the Merger or the occurrence of
difficulties in connection with the Merger; costs related to the
Merger, which could be greater than expected; overall economic and
business conditions, and overall demand for Tyco's goods and
services; economic and competitive conditions in the industries,
end markets and regions served by our businesses; changes in legal
and tax requirements (including tax rate changes, new tax laws or
treaties and revised tax law interpretations); results and
consequences of Tyco's internal investigations and governmental
investigations concerning the Company's governance, management,
internal controls and operations including its business operations
outside the United States; the outcome of litigation, arbitrations
and governmental proceedings; effect of income tax audits,
litigation, settlements, and appeals; our ability to repay or
refinance our outstanding indebtedness as it matures; our ability
to operate within the limitations imposed by financing arrangements
and to maintain our credit ratings; interest rate fluctuations and
other changes in borrowing costs, or other consequences of
volatility in the capital or credit markets; other capital market
conditions, including availability of funding sources and currency
exchange rate fluctuations; availability of and fluctuations in the
prices of key raw materials; changes affecting customers or
suppliers; natural events such as severe weather, fires, floods and
earthquakes, or acts of terrorism or cyber-attacks; economic and
political conditions in international markets, including
governmental changes and restrictions on the ability to transfer
capital across borders; the ability of Tyco to achieve anticipated
cost savings; the ability of Tyco to execute its portfolio
refinement and acquisition strategies, including successfully
integrating acquired operations; potential impairment of our
goodwill, intangibles and/or our long-lived assets; and the ability
of Tyco to realize the intended benefits of Tyco's 2012 spin-off of
its ADT and Tyco Flow Control businesses, including the integration
of its commercial security and fire protection businesses.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a vote or proxy. In connection with the proposed change in place of
incorporation, Tyco Ireland has filed a registration statement on
Form S-4 (File No. 333-196049) with the SEC. Such registration
statement, when declared effective, will include a proxy statement
of Tyco that also constitutes a prospectus of Tyco Ireland, and the
proxy statement/prospectus will be sent to Tyco shareholders. In
addition, each of Tyco and Tyco Ireland will be filing documents
with the SEC, which contain other relevant materials in connection
with the proposed change in place of incorporation. SHAREHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND
ANY OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE CHANGE IN PLACE OF
INCORPORATION, TYCO AND TYCO IRELAND. Shareholders may obtain a
free copy of the proxy statement/prospectus (when available) and
other relevant documents filed with the SEC from the SEC's website
at www.sec.gov or at Tyco's website at www.tyco.com. These
documents (when available) can also be obtained free of charge
from Tyco upon written request to Tyco Shareholder Services,
Tyco International Ltd., Victor von Bruns-Strasse 21, CH-8212,
Neuhausen am Rheinfall, Switzerland, Attention: Corporate
Secretary, Telephone: +41 52 633 02 44.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344414000083/items101and901.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344414000083/0000833444-14-000083-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.
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