IRVING, Texas, March 22 /PRNewswire-FirstCall/ -- Brink's Home
Security Holdings, Inc. ("BHS") (NYSE: CFL), a premier provider of
monitored security services in North
America, now operating under the brand Broadview Security,
announced today that it has established a record date and meeting
date for the special meeting of shareholders to vote on the
previously announced merger agreement under which Tyco
International Ltd. ("Tyco") (NYSE: TYC) will acquire BHS.
(Logo:
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BHS shareholders of record at the close of business on
March 31, 2010 will be entitled to
vote at the special meeting. The BHS board set the date for the
special meeting of shareholders to be May
12, 2010 at 9:30 a.m. CDT at
The Westin Dallas Fort Worth Airport located at 4545 West John
Carpenter Freeway, Irving, TX
75063.
Other Information
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR") expired on March 4, 2010. The expiration of the HSR review
period satisfies one of the conditions necessary for the merger to
close.
BHS and Tyco have amended the merger agreement to provide that,
to the extent the closing of the merger occurs prior to the
distribution date of Tyco's quarterly dividend, which is currently
scheduled to be made on May 26, 2010,
BHS shareholders who receive Tyco shares in the merger will receive
the applicable dividend for each Tyco share they receive in the
merger. Also included as part of the amendment, the pricing period
for determining the Tyco share based component of the merger
consideration has been changed so that the 10-trading day period
(used to calculate the volume-weighted average price of Tyco's
stock on the NYSE) no longer ends on the fourth full trading day
prior to the closing date of the merger but now ends on the fifth
full trading day prior to such date, still subject to the collar as
described in the merger agreement as originally filed.
BHS and Tyco currently anticipate that the merger will close
prior to May 19, 2010 subject to the
satisfaction of the remaining closing conditions, including
approval by the BHS shareholders.
IMPORTANT ADDITIONAL INFORMATION TO BE FILED WITH THE
SEC
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed merger transaction
involving Tyco and Brink's Home Security Holdings, Inc. will be
submitted to the shareholders of Brink's Home Security Holdings for
their consideration. In connection with the proposed merger, Tyco
has filed with the SEC a registration statement on Form S-4 that
includes a preliminary proxy statement of Brink's Home Security
Holdings that also constitutes a prospectus of Tyco. The definitive
proxy statement/prospectus will be mailed to shareholders of
Brink's Home Security Holdings. INVESTORS AND SECURITY HOLDERS OF
BRINK'S HOME SECURITY HOLDINGS ARE URGED TO READ THESE DOCUMENTS
AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC (when available) by Tyco and Brink's
Home Security Holdings through the website maintained by the SEC at
www.sec.gov. Free copies of the registration statement and the
proxy statement/prospectus and other documents filed with the SEC
(when available) can also be obtained, with respect to Tyco, by
directing a request to Investor Relations Department, Tyco
International Management Company, 9 Roszel Road, Princeton, New Jersey 08540, or at Tyco's
Investor Relations website at http://investors.tyco.com, under the
heading "Investor Relations" and then under the heading "SEC
Filings" or, with respect to Brink's Home Security Holdings, by
directing a request to Investor Relations, Brink's Home Security
Holdings, Inc., at 8880 Esters Boulevard, Irving, Texas 75063 or at Brink's Home
Security Holdings' Investor Relations website at
http://www.investors.brinkshomesecurity.com.
PARTICIPANTS IN THE SOLICITATION
Tyco, Brink's Home Security Holdings and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Tyco's directors
and executive officers is available in its Annual Report on Form
10-K for the year ended September 25,
2009, filed with the SEC on November
17, 2009, and its proxy statement for its 2010 annual
meeting of shareholders, filed with the SEC on January 15, 2010. Information regarding Brink's
Home Security Holdings' directors and executive officers is set
forth in Brink's Home Security Holdings' proxy statement for its
2009 annual meeting, filed with the SEC on April 7, 2009. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is included in the preliminary proxy
statement/prospectus and will be included in the definitive proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
SAFE HARBOR
Statements in this release that are "forward-looking statements"
are based on current expectations and assumptions that are subject
to risks and uncertainties, including risks and uncertainties
related to the benefits from, or completion of, the proposed merger
transaction. Such statements include those made regarding the
proposed transaction between BHS and Tyco, the expected timetable
associated with completing the transaction, and any other
statements about the future expectations, beliefs, plans, prospects
or goals of the management of BHS and Tyco. Such risks and
uncertainties, include, but are not limited to: failure to obtain
necessary regulatory approvals or to satisfy any of the other
conditions to the proposed merger transaction, adverse effects on
the market price of our common stock and on our operating results
because of a failure to complete the proposed merger transaction,
failure to realize the expected benefits of the proposed merger
transaction, negative effects of announcement or consummation of
the proposed merger transaction on the market price of our common
stock, significant transaction costs and/or unknown liabilities and
general economic and business conditions that affect the combined
companies following the proposed merger transaction; unanticipated
expenses such as litigation or legal settlement expenses, and tax
law changes. Actual results could differ materially. Statements
preceded by, followed by or that otherwise include the words
"believe," "anticipate," "estimate," "expect," "intend," "plan,"
"project," "prospects," "outlook," and similar words or
expressions, or future or conditional verbs such as "will,"
"should," "would," "may," and "could" are generally forward-looking
in nature and not historical facts. These forward looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements to be materially different from any anticipated
results, performance or achievements. For further information
regarding risks and uncertainties associated with Tyco's and
Brink's Home Security Holdings' businesses, please refer to the
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" sections of Tyco's and
Brink's Home Security Holdings' respective SEC filings, including,
but not limited to, their respective annual reports on Form 10-K
and quarterly reports on Form 10-Q, copies of which may be
obtained, with respect to Tyco, by contacting Investor Relations
Department, Tyco International Management Company, 9 Roszel Road,
Princeton, New Jersey 08540 or at
Tyco's Investor Relations website at http://investors.tyco.com/
under the heading "Investor Relations" and then under the heading
"SEC Filings" and with respect to Brink's Home Security Holdings,
by contacting Investor Relations, Brink's Home Security Holdings,
Inc., at 8880 Esters Boulevard, Irving,
Texas 75063 or at Brink's Home Security Holdings' Investor
Relations website at http://www.investors.brinkshomesecurity.com or
at the SEC's website, www.sec.gov. Brink's Home Security Holdings
and Tyco disclaim any intention to, and undertake no obligation to,
revise any forward-looking statements, whether as a result of new
information, a future event, or otherwise, except as required by
law.
ABOUT BRINK'S HOME SECURITY HOLDINGS, INC.
Brink's Home Security Holdings, Inc. (NYSE: CFL), operating as
Broadview Security, headquartered in Irving, Texas, is one of the premier providers
of security system monitoring services for residential and
commercial properties in North
America. The Company operates throughout the United States and Western Canada and services approximately 1.4
million customers. For more information, please visit
http://www.broadviewsecurity.com/ or
www.brinkshomesecurityholdings.com.
ABOUT TYCO INTERNATIONAL
Tyco International Ltd. (NYSE: TYC) is a diversified, global
company that provides vital products and services to customers
around the world. Tyco is a leading provider of security products
and services, fire protection and detection products and services,
valves and controls, and other industrial products. Tyco had 2009
revenue of more than $17 billion and
has more than 100,000 employees worldwide. More information on Tyco
can be found at http://www.tyco.com/.
SOURCE Brink's Home Security Holdings, Inc.
