PEMBROKE, Bermuda, April 28 /PRNewswire-FirstCall/ -- Tyco
International Ltd. (NYSE: TYC; BSX) (the "Company") today announced that it
had received, as of 5:00 p.m. New York time, on April 28, 2008, consents
from the holders of a majority in principal amount of each series of
outstanding notes issued under the Company's 1998 and 2003 indentures, in
connection with the previously announced consent solicitations for such
notes. Details of the results for each series of notes are provided below.
As a result of the receipt of the requisite consents, and based on the
waiver of any alleged defaults or events of default that may have arisen
prior to April 11, 2008 contained therein, the Company intends to promptly
take all action necessary to dismiss the proceeding entitled The Bank of
New York v. Tyco International Group S.A. pending in the United States
District Court for the Southern District of New York. In addition, the
Company will enter into supplemental indentures to effect the proposed
amendments, substantially as described in the consent solicitation and
exchange offer documents dated April 11, 2008 (the "Offer Documents"), with
the trustee under each indenture. The proposed amendments include a
covenant providing noteholders with the right to require the Company and
Tyco International Finance S.A. ("TIFSA"), the co- obligor of the notes, to
repurchase the notes at a fixed price in the event of certain change of
control transactions.
In addition, holders of 96% of 7.0% Notes due 2028 ("2028 Notes") and
97% of 6.875% Notes due 2029 ("2029 Notes") issued by the Company and TIFSA
have validly tendered their notes in exchange for new notes with maturities
in 2019 and 2021, respectively.
Tyco expects that the supplemental indentures will become effective,
and that Tyco will pay the consent fees due in connection with the
transaction, promptly following final dismissal of the bondholder
litigation. The exchange offer will close simultaneously with the consent
solicitations.
In accordance with the terms of the Offer Documents, delivered consents
may no longer be revoked and tendered notes may no longer be withdrawn,
unless the exchange offers and the consent solicitations are terminated in
accordance with the Offer Documents. In addition, the Company and TIFSA are
extending the Consent Date (as defined in the Offer Documents) for
noteholders to submit their consents. The new Consent Date is 5:00 p.m. New
York City time, on May 12, 2008, subject to further extensions.
Consent Solicitation Results as of 5:00 p.m. New York time, April 28,
2008:
Consents Received Notes Tendered for Exchange
7.0% notes due 2028 98% 96%
6.875% notes due 2029 98% 97%
6.0% notes due 2013 98% Not Applicable
6.375% notes due 2011 96% Not Applicable
6.75% notes due 2011 97% Not Applicable
6.125% notes due 2009 95% Not Applicable
6.125% notes due 2008 88% Not Applicable
This press release is neither an offer to sell or a solicitation of an
offer to buy any exchange Notes nor shall there be any sale of such notes
in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to the registration or qualification thereof under
the securities laws of any such state or jurisdiction. Any offer of the
exchange Notes is made only by means of a private offering memorandum. The
exchange Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
ABOUT TYCO INTERNATIONAL
Tyco International (NYSE: TYC) is a diversified, global company that
provides vital products and services to customers in more than 60
countries. 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 2007 revenues of more than $18
billion and has 118,000 employees worldwide. More information on Tyco can
be found at http://www.tyco.com.
FORWARD-LOOKING INFORMATION
This release may contain certain "forward-looking statements" within
the meaning of the United States Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations
and are subject to risks, uncertainty and changes in circumstances, which
may cause actual results, performance or achievements to differ materially
from anticipated results, performance or achievements. All statements
contained herein that are not clearly historical in nature are
forward-looking and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. Economic, business, competitive and/or
regulatory factors affecting Tyco's businesses are examples of factors,
among others, that could cause actual results to differ materially from
those described in the forward-looking statements. 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. More detailed information about
these and other factors is set forth in Tyco's Annual Report on Form 10-K
for the fiscal year ended September 28, 2007 and Tyco's Quarterly Report on
Form 10-Q for the period ended December 28, 2007.
SOURCE Tyco International Ltd.
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Related links:
http://www.tyco.com
CONTACT:
News Media, Paul Fitzhenry, +1-609-720-4261,
pfitzhenry@tyco.com, Investor Relations, Ed Arditte,
+1-609-720-4621, or Karen Chin, +1-609-720-4398, all of Tyco
International Ltd.
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