PEMBROKE, Bermuda, May 15 /PRNewswire-FirstCall/ -- Tyco International
Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) today announced that, in connection
with the tender offers of Tyco International Group S.A. for its outstanding
non- convertible, Dollar-denominated public debt set forth in the table
below (collectively, the "Notes"), it is extending the deadline for holders
to tender the Notes to be eligible to receive the Total Consideration
(defined below) to 5:00 p.m., New York City time, on May 17, 2007. Tyco
also announced that it does not intend any further extensions of the early
consent date regardless of whether the requested consents are obtained with
respect to these Notes.
The expiration date of the tender offers for the Notes is unchanged and
remains at 12:00 midnight, New York City time, on Thursday, May 24, 2007,
unless extended or earlier terminated (the "Expiration Date").
Withdrawal rights of tendering holders with respect to the Notes also
have been extended and will terminate at 5:00 p.m., New York City time, on
May 17, 2007. Holders of Notes who tender their Notes after 5:00 p.m., New
York City time on May 17, 2007, but before 12:00 midnight, New York City
time, on May 24, 2007, unless such date is extended or earlier terminated,
will be eligible to receive the Total Consideration less the early consent
payment of $30.00. Holders who tender Notes must also deliver consents to
the proposed indenture amendments.
The following table also sets forth the results of the tender offers and
consent solicitations for the Notes as of 5:00 p.m., New York City time, on
May 14, 2007.
Approximate Amount Approximate
Tyco International Outstanding of Notes Percentage
Group S.A. CUSIP Amount Tendered Tendered
6.125% notes due 2008 902118AM0 $400,000,000 $99,368,000
6.125% notes due 2009 902118AJ7 $400,000,000 $173,890,000
6.75% notes due 2011 902118AY4 $1,000,000,000 $483,193,995
6.375% notes due 2011 902118BC1 $1,500,000,000 $601,833,000
7.0% notes due 2028 902118AC2 $500,000,000 $51,667,000
6.875% notes due 2029 902118AK4 $800,000,000 $68,271,000
Total under
June 9, 1998
indenture $4,600,000,000 $1,478,222,995 32.14%
6.0% notes due 2013 902118BK3 $1,000,000,000 $331,843,000 33.18%
Tyco also announced that it does not intend to extend the expiration
date of the offers and disclosed that AIG Global Investment Corp., which
purports to be a holder of 2003 Notes and 1998 Notes, withdrew its request
for a preliminary injunction against the Company's proceeding with the
Offer to Purchase. This request had been filed in the United States
District Court for the Southern District of New York under the case name
AIG Global Investment Corp. v. Tyco International Group, S.A.. Tyco stated
that it reserves its right to waive the condition that the holders of at
least a majority in outstanding aggregate principal amount of the Notes
issued under the June 9, 1998 indenture, voting together as one class, and
the holders of at least a majority in outstanding aggregate principal
amount of the 6% notes due 2013, consent to the amendments to the
indentures under which those notes were issued. If it obtains the requested
consents, or decides to waive the majority consent condition, Tyco will
purchase all validly tendered notes and pay for all validly delivered
consents as indicated in the Offer to Purchase. As previously disclosed,
Tyco and the Company do not believe that the separation of Tyco into three
separate public companies is prohibited by the indentures. Tyco noted that
the timing of the proposed separation will not be affected by the results
of the offers.
The total consideration for each $1,000 principal amount of Notes (the
"Total Consideration") will equal the present value of the remaining
interest and principal payments on such Notes, calculated as set forth in
the relevant tender offer and consent solicitation document, based on a
yield to maturity of the U.S. Treasury reference security (the "UST
Reference Security") for such Notes (the "Reference Yield") plus the fixed
spread indicated in the relevant tender offer and consent solicitation
document.
The Dealer Managers will calculate the Reference Yield in accordance
with standard market practice based on the bid-side price of the UST
Reference Security for the Notes as displayed on the relevant Bloomberg
pages as of 2:00 p.m., New York City time, two business days prior to the
Expiration Date.
Tyco expects to publicly announce the pricing information for the
tender offers via subsequent press release.
Each of the tender offers for the Notes is subject to the satisfaction
of certain conditions, as specified in the tender offer and consent
solicitation documents.
Payment in respect of the tender offers and consent solicitations will
be made promptly after the Expiration Date, if the Notes are accepted for
payment.
Information Relating to Tender Offers
Goldman, Sachs & Co. and Morgan Stanley are the Dealer Managers for the
tender offers and Solicitation Agents for the consent solicitations.
Investors with questions regarding the tender offers may contact Goldman,
Sachs & Co. at (212) 902-9077 or (800) 828-3182 (toll free) and Morgan
Stanley at (212) 761-1941 or (800) 624-1808 (toll free). Global Bondholder
Services Corporation is the Information Agent and Depositary and can be
contacted at (212) 430-3774 (collect) or in relation to the tender offers
and the consent solicitations, at (866) 470-3700 (toll free).
None of Tyco or Tyco International Group S.A., their respective
governing bodies, the Information Agent, the Depositary or the Dealer
Managers make any recommendation as to whether holders of any of the Notes
should tender or refrain from tendering or as to whether holders of the
Notes should provide consents to the proposed amendments. This press
release does not constitute an offer to purchase any securities.
Tyco and Tyco International Group S.A. expressly reserve the right, in
their sole discretion, subject to applicable law to: (i) terminate prior to
the relevant expiration date any tender offer and consent solicitation and
not accept for payment any Notes not theretofore accepted for payment; (ii)
waive on or prior to the relevant expiration date any and all of the
conditions of the tender offer and the consent solicitation; (iii) extend
the relevant expiration date; and (iv) amend the terms of any tender offer
or consent solicitation. The foregoing rights are in addition to their
right to delay acceptance for payment of Notes tendered under the relevant
tender offer or the payment for Notes accepted for payment in order to
comply in whole or in part with any applicable law, subject to Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended, with
respect to the tender offers, to the extent applicable, which requires that
an offeror pay the consideration offered or return the securities deposited
by or on behalf of the holders thereof promptly after the termination or
withdrawal of a tender offer; and receipt of the required consents to
implement the proposed amendments.
This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Notes.
The full details of the tender offers for the Notes, including complete
instructions on how to tender Notes have been included in the offer to
purchase and consent solicitation statement, the letter of transmittal and
related materials. Holders are strongly encouraged to read carefully the
offer to purchase and consent solicitation statement, the letter of
transmittal and any other related materials, including materials filed with
the Securities and Exchange Commission, because they contain important
information.
Holders of Notes may obtain a copy of the tender offer and consent
solicitation statement, free of charge, from Global Bondholder Services
Corporation, the information agent in connection with the tender offers and
consent solicitations for all of the Notes, by calling toll-free at (866)
470- 3700 or (212) 430-3774 (bankers and brokers can call collect at
212-430- 3774). Holders of Notes are urged to carefully read these
materials prior to making any decisions with respect to the tender offers
and consent solicitations.
About Tyco
Tyco International Ltd. is a global, diversified company that provides
vital products and services to customers in four business segments:
Electronics, Fire & Security, Healthcare, and Engineered Products &
Services. With 2006 revenue of $41 billion, Tyco employs approximately
240,000 people worldwide. More information on Tyco can be found
atwww.tyco.com.
Forward-Looking Statements
This release may contain certain forward-looking statements. 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.
The forward- looking statements in this release include statements
addressing the following subjects: future financial condition and operating
results. 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 and 10-K/A for the fiscal year
ended Sept. 29, 2006 and in Tyco's Quarterly Report on Form 10-Q and for
the fiscal quarter ended March 30, 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, or Investor Relations, Ed Arditte,
+1-609-720-4621, or Karen Chin, +1-609-720-4398
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