SCHAFFHAUSEN, Switzerland,
May 10 /PRNewswire-FirstCall/ -- Tyco
International Ltd. (NYSE: TYC) ("Tyco") announced today the
preliminary results of the merger consideration elections made by
shareholders of Brink's Home Security Holdings, Inc. (NYSE: CFL)
("BHS") as to the form of merger consideration they wish to receive
in connection with the acquisition of BHS by Tyco. Tyco
anticipates closing the acquisition on May
14, 2010, assuming that BHS shareholders approve the
transaction at a special meeting scheduled for May 12, 2010.
Based on available information, as of the election deadline of
5:00 p.m. New York Time on
May 7, 2010, the preliminary results of election are as
follows:
- All Cash Elections: Elections to receive 100% cash for
each share of BHS common stock were made with respect to
approximately 37,268,906 shares of BHS common stock (approximately
81.2% of the outstanding shares of BHS common stock);
- All Stock Elections: Elections to receive 100% of Tyco
common stock for each share of BHS common stock were made with
respect to approximately 1,176,135 shares of BHS common stock
(approximately 2.6% of the outstanding shares of BHS common
stock);
- Mixed Elections: Elections to receive a combination of
cash and Tyco common stock for each share of BHS common stock were
made with respect to approximately 1,862,189 shares of BHS common
stock (approximately 4.1% of the outstanding shares of BHS common
stock); and
- Non-Elections: No election was made with respect to
approximately 5,565,250 shares of BHS common stock (approximately
12.1% of the outstanding shares of BHS common stock). BHS
shares with respect to which no election was made will be treated
as Mixed Election shares.
Under the terms of the merger agreement, for each share of BHS
common stock, BHS shareholders had the option to elect to receive:
(1) $42.50 in cash, subject to
proration if the elections resulted in total cash consideration
exceeding approximately 30% of the total merger consideration (as
described below); (2) a combination of $12.75 in cash and a fraction of a Tyco share
equal to $29.75 divided by
$38.81, which is the volume-weighted
average price of Tyco's stock during the 10 consecutive trading
days ending on May 7, 2010 (the
"10-Day VWAP"), subject to a collar between $32.97 and $40.29; or (3) Tyco shares equal to
$42.50 divided by the 10-Day VWAP,
subject to the same collar described in (2). In the event
that the aggregate amount of cash elected by BHS shareholders in
the merger exceeds, in the aggregate, approximately $584.5 million (or approximately 30% of the total
consideration to be paid to BHS shareholders) (the "Available Cash
Amount"), BHS shareholders making all-cash elections would be
subject to proration such that they would receive a mix of cash and
Tyco shares for their shares of BHS common stock in amounts that
would allow the overall cash consideration to be paid by Tyco to be
capped at the Available Cash Amount.
Based on the preliminary information above and the terms of the
merger agreement, and assuming for purposes of these calculations
that the number of issued and outstanding shares of BHS common
stock immediately prior to the merger equals the number of shares
outstanding on the closing date of the merger:
- BHS shareholders who made valid all-cash elections will
receive, for each share subject to such election, $13.15 in cash and 0.7562 shares of Tyco common
stock, with the number of Tyco shares to be received being
determined by subtracting $13.15 from
$42.50 and dividing the result by the
10-Day VWAP of $38.81;
- BHS shareholders who made valid elections to receive all stock
consideration will receive, for each share subject to such
election, 1.0951 Tyco shares, with the number of Tyco shares to be
received being determined by dividing $42.50 by the 10-Day VWAP of $38.81;
- BHS shareholders electing mixed cash and stock consideration,
and shareholders that failed to make an election, will receive, for
each share subject to such election, $12.75 in cash and 0.7666 Tyco shares, with the
number of Tyco shares to be received being determined by dividing
$29.75 by the 10-day VWAP of
$38.81.
The final results of the merger consideration elections are
expected to be announced on May 14,
2010. Pursuant to the merger agreement between Tyco and BHS,
fractional shares of Tyco common stock will not be issued. In lieu
thereof, BHS shareholders will receive cash for their fractional
share interests in accordance with the terms of the merger
agreement.
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 www.tyco.com.
IMPORTANT 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
any vote or approval. The proposed merger transaction involving
Tyco and BHS will be submitted to the shareholders of BHS for their
consideration at a special meeting of shareholders scheduled for
May 12, 2010. In connection with the
proposed merger, Tyco has filed with the SEC a registration
statement on Form S-4 that includes a proxy statement of BHS that
also constitutes a prospectus of Tyco. The definitive proxy
statement/prospectus was mailed to shareholders of BHS on or about
April 8, 2010.
INVESTORS AND SECURITY HOLDERS OF BHS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY 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 by Tyco and BHS through the web site
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 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 BHS, by directing a request to
Investor Relations, Brink's Home Security Holdings, Inc., at 8880
Esters Boulevard, Irving, Texas
75063 or at BHS's Investor Relations website at
http://www.investors.brinkshomesecurity.com.
PARTICIPANTS IN THE SOLICITATION
Tyco, BHS 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 2009 annual meeting of shareholders, filed
with the SEC on January 15, 2010.
Information regarding BHS directors and executive officers is set
forth in BHS Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, filed with the SEC
on February 24, 2010, as amended by
amendment No. 1 thereto on Form 10-K/A, filed with the SEC on
April 4, 2010. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the proxy
statement/prospectus and other relevant materials that has been
filed with the SEC.
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 risks and uncertainties, include, but are not
limited to: failure to satisfy any of the 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. For further
information regarding risks and uncertainties associated with
Tyco's and BHS's 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 BHS's
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 BHS, by contacting Investor Relations,
Brink's Home Security Holdings, Inc., at 8880 Esters Boulevard,
Irving, Texas 75063 or at BHS's
Investor Relations website at:
http://www.investors.brinkshomesecurity.com. Neither Tyco nor BHS
undertake any duty to update any forward-looking statement to
conform this statement to actual results or changes in the
company's expectations, except as required by law.
SOURCE Tyco International Ltd.
