Tyco Offers to Acquire Outstanding TyCom Shares
PEMBROKE, Bermuda, Oct. 4 /PRNewswire/Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) announced today that,
through its subsidiary TGN Holdings, it has offered to acquire the outstanding
11% minority interest in TyCom Ltd. (NYSE: TCM; BSX: TCM) representing
approximately 56 million common shares. Tyco currently holds 89% of all TyCom
common shares and acquiring the outstanding minority shares would bring TyCom
back into the Tyco International Ltd. corporate structure as a wholly owned
subsidiary.
Tyco International Ltd. Chairman, President and Chief Executive Officer,
L. Dennis Kozlowski stated: "Tyco remains committed to TyCom even though the
environment for broadband telecommunication stocks has changed dramatically
since the time of the initial public offering of TyCom."
Under the terms of Tyco's offer presented to the TyCom Board of Directors,
the public holders of TyCom common shares would receive 0.2997 of a Tyco
common share for each outstanding TyCom common share. Based on the closing
price on the New York Stock Exchange of a Tyco common share on
October 3, 2001, this represents a value of $14.00 per TyCom common share.
This constitutes a premium of 48% over the closing price of TyCom common
shares on October 3, 2001, and 15% over the average closing price of TyCom
shares over the past three months.
The proposal is subject to the approval of the Board of Directors of
TyCom, the negotiation and execution of a definitive agreement, and any
required regulatory approvals. If approved by TyCom's Board, it is expected
that the transaction will be consummated early next calendar year. Tyco
expects that the TyCom Board of Directors will form an independent Special
Committee to evaluate the proposal and make a recommendation to the TyCom
Board of Directors.
About Tyco International Ltd.
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC) is a diversified
manufacturing and service company. Tyco is the world's largest manufacturer
and servicer of electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea telecommunications
systems; the world's largest manufacturer, installer and provider of fire
protection systems and electronic security services; and the world's largest
manufacturer of specialty valves. Tyco also holds strong leadership positions
in disposable medical products, financing and leasing capital, plastics and
adhesives. Tyco operates in more than 100 countries and had reported fiscal
2000 sales of $28.9 billion.
Forward-Looking Statement
This release contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained in the forward-looking statements. The
forward-looking statements in this release include statements addressing
Tyco's future financial and operating results and the terms and timing of the
transaction.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the TyCom
Board's rejection of the proposal; inability to obtain, or meet conditions
imposed for, governmental approvals for the transaction; and other economic,
business, competitive and/or regulatory factors affecting Tyco's and TyCom's
businesses generally.
More detailed information about the factors that could cause actual
results to differ materially from those described in the forward-looking
statements is set forth in Tyco's filings with the Securities and Exchange
Commission, including Tyco's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 and its most recent quarterly reports on Form 10-Q.
Tyco is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will
contain important information. The proxy statement/prospectus will be filed
with the Securities and Exchange Commission by Tyco International Ltd. and
TyCom Ltd. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Tyco and
TyCom at the Commission's web site at www.sec.gov . The proxy
statement/prospectus and such other documents may also be obtained from Tyco
or from TyCom by directing such request to Tyco International Ltd., The Zurich
Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, tel:
(441) 292-8674; or to TyCom Ltd., Crown House, 4 Par-la-Ville Road, Hamilton
HM 08, Bermuda.
TyCom and certain other persons referred to below may be deemed to be
participants in any solicitation of proxies of TyCom's shareholders to adopt
the agreement providing for Tyco's acquisition of the minority interest in
TyCom. The participants in such solicitation may include the directors and
executive officers of TyCom, who may have an interest in the transaction,
including as a result of holding stock or options of TyCom. A detailed list
of the names and interests of TyCom's directors and executive officers is
contained in TyCom's Proxy Statement for its Annual Meeting, held on
March 27, 2001, which may be obtained without charge at the Commission's web
site at www.sec.gov . |
