PEMBROKE, Bermuda, May 17 /PRNewswire-FirstCall/ -- Tyco International
Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) today announced early results in
connection with the tender offers of Tyco International Group S.A.
("TIGSA") for its outstanding non-convertible, Dollar-denominated public
debt set forth in the table below (collectively, the "Notes") and that the
deadline for holders to tender the Notes to be eligible to receive the
Total Consideration (defined below) has expired.
The table below 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 17,
2007, which was the deadline for holders to tender their Notes to be
eligible to receive the Total Consideration, which includes the early
consent payment of $30.00 per $1000 principal amount of Notes. Approval of
the applicable proposed amendments requires 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. The amount tendered through such time under
each of the relevant indentures governing the Notes, approximately 33.29%
for the June 9,1998 indenture and approximately 33.79% for the 6.0% notes
due 2013, is less than the number of consents required to approve the
amendments to the applicable indentures. The proposed amendments with
respect to the applicable indenture will not become effective unless TIGSA
receives the requisite consent of holders of the Notes.
All withdrawal rights of tendering holders have terminated. Accordingly,
tendering holders may no longer withdraw their Notes. Holders 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 (the "Expiration Date"), 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.
Approximate Amount of Approximate
Tyco International Outstanding Notes Percentage
Group S.A. CUSIP Amount Tendered Tendered
6.125% notes due 2008 902118AM0 $400,000,000 $99,608,000
6.125% notes due 2009 902118AJ7 $400,000,000 $179,483,500
6.75% notes due 2011 902118AY4 $1,000,000,000 $484,153,000
6.375% notes due 2011 902118BC1 $1,500,000,000 $645,792,000
7.0% notes due 2028 902118AC2 $500,000,000 $54,053,000
6.875% notes due 2029 902118AK4 $800,000,000 $68,423,000
Total under June 9,
1998 indenture $4,600,000,000 $1,531,512,500 33.29%
6.0% notes due 2013 902118BK3 $1,000,000,000 $337,900,000 33.79%
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 tender offers for all of the Notes remain open and are scheduled to
expire at 12:00 midnight, New York City time on Thursday, May 24, 2007,
unless extended or earlier terminated.
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 the Notes, calculated as set forth in
the tender offer and consent solicitation document, based on a yield to
maturity of the U.S. Treasury reference security (the "UST Reference
Security") for the Notes (the "Reference Yield") plus the fixed spread
indicated in the 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 is subject to the satisfaction of certain
conditions, as specified in the tender offer and consent solicitation
document.
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 its subsidiaries referred to herein, 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 its subsidiaries 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 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 at
http://www.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, +1-609-720-4621,
or Investor Relations, Ed Arditte, +1-609-720-4621, or Karen
Chin, +1-609-720-4398, all for Tyco
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