Tyco International PLC (TYC) filed a Form 8K - Other Events -
with the U.S Securities and Exchange Commission on April 21,
2016.
On January 25, 2016, Johnson Controls, Inc. (NYSE: JCI) and Tyco
International plc (NYSE: TYC) announced a strategic combination to
create the global leader in building products and technology,
integrated solutions and energy storage. Following a review of the
U.S. Department of Treasury's Temporary and Proposed Tax
Regulations issued on April 4, 2016, Tyco and Johnson Controls
today confirm that they will proceed with their merger plans and
that the combined company expects to deliver $650 million in
operational and global tax synergies over the first three years
after closing. The transaction, which is subject to customary
closing conditions, including regulatory approvals and approval by
both Johnson Controls and Tyco shareholders, is expected to be
completed on or around the end of the companies' fiscal year
(September 30, 2016, for both Johnson Controls and Tyco).
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.
...This item was truncated.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344416000146/a8-kxtycjcitreasuryregsimp.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344416000146/0000833444-16-000146-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
April 21, 2016 07:30 ET (11:30 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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