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Tyco forms separate dedicated fire protection and security company

Published on 15 October 2012
Tyco’s solutions address critical needs via fire detection, monitoring, intrusion detection, video surveillance, access control, and security solutions
Tyco's new company focuses on designing, delivering and maintaining fire protection and security solutions

Tyco completed its separation transaction recently, forming the world’s largest dedicated fire protection and security company as measured by market share.

Tyco, with more than three million customers and 69,000 employees in 50 countries, is a $10+ billion global leader in fire protection and security solutions. The new company is focused on accelerating growth and increasing shareholder value by designing, delivering and maintaining fire protection and security solutions. Tyco is focused on finding smarter ways to save lives, improve businesses and protect where people live and work.

“This is an exciting day for Tyco,” said George R. Oliver, its new chief executive officer. “Our customers rely on us to help them protect what matters most. As a more focused company, we are well positioned to continue to invest in technology and innovation to provide industry-leading solutions. We have the right team at the right time to help our customers achieve their goals.”

Tyco’s broad portfolio of products and services allows the company to partner with customers to help them meet diverse needs. Tyco’s solutions address these critical needs in demanding environments via the latest innovations in fire detection, fire suppression, personal protective equipment, monitoring, intrusion detection, video surveillance, access control, retail performance and security solutions.

George Oliver joined the company in July 2006, serving as president of Tyco Safety Products from 2006 to 2010. He was appointed president of Tyco Fire Protection in 2011. Prior to Tyco, Oliver served as a senior executive in various positions at General Electric. Oliver replaces Edward D. Breen, who was chairman and CEO of Tyco International Ltd. since July 2002. Mr. Breen will serve as the non-executive chairman of Tyco’s Board of Directors

"The new company is focused on accelerating growth and increasing shareholder value by designing, delivering and maintaining fire protection and security solutions"

In connection with the closing of the spin-off transactions, each Tyco shareholder will receive: (i) one share of common stock of The ADT Corporation for every two shares of Tyco common stock held at the close of business on September 17, 2012 (the record date) and (ii) [0.2xxx] shares of Pentair Ltd. (formerly known as Tyco Flow Control International Ltd.) (“New Pentair”) common stock for every share of Tyco common stock held at the close of business on the record date. Fractional shares of ADT and/or New Pentair will not be distributed and any Tyco shareholder who would otherwise be entitled to receive a fractional share will instead receive a cash payment. Immediately following the distributions, Pentair, Inc. (“Pentair”) will merge with and into a wholly-owned subsidiary of New Pentair.

The distributions have been structured to qualify as tax-free dividends to Tyco shareholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable. Shareholders are urged to consult with their tax advisor as to the specific tax consequences of the distributions to them.

Tyco currently has approximately 462 million basic shares outstanding. Based on the distribution ratios noted above, approximately 231 million shares of ADT common stock and 111 million shares of New Pentair common stock will be distributed to Tyco shareholders. As consideration for the merg­er, shareholders of Pentair will receive one newly issued common share of New Pentair for every Pentair common share that they hold at the time of the merger. After giving effect to the merger, Tyco shareholders as of the record date will own approximately 52.5% of the common shares of Pentair Ltd. on a fully-diluted basis (excluding treasury shares).

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