PEMBROKE, Bermuda, May 22 /PRNewswire-FirstCall/ -- Tyco International
Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) today announced pricing terms in
connection with the tender offers of certain of its subsidiaries that are
issuers of its corporate debt for their outstanding Dollar-denominated
public debt set forth in the tables below.
Non-Convertible U.S. Debt
The following table sets forth the pricing terms for the
non-convertible U.S. debt securities of the specified issuer subject to the
tender offers and consent solicitations (collectively, the "Notes"):
Reference Total
U.S. Cash Consideration
Tyco International Treasury Fixed Flow Per
Group S.A. CUSIP Security Spread Yield $1,000
6.125% notes due 2008 902118AM0 4.875% due 0.30 % 5.264 % $1,011.60
10/31/2008
6.125% notes due 2009 902118AJ7 3.250% due 0.35 % 5.236 % $1,013.62
1/15/2009
6.75% notes due 2011 902118AY4 5.000% due 0.35 % 5.080 % $1,055.74
2/15/2011
6.375% notes due 2011 902118BC1 4.500% due 0.40 % 5.164 % $1,046.84
9/30/2011
6.0% notes due 2013 902118BK3 4.250% due 0.40 % 5.165 % $1,045.35
11/15/2013
7.0% notes due 2028 902118AC2 4.750% due 0.60 % 5.568 % $1,176.18
2/15/2037
6.875% notes due 2029 902118AK4 4.750% due 0.60 % 5.568 % $1,163.07
2/15/2037
United States Surgical
Corporation(as
successor to
Mallinckrodt Inc.)
6.5% Notes due 2007 561226AB7 4.250% due 0.30 % 5.267 % $1,005.52
10/31/2007
7.0% Debentures due
2013 452454AB7 4.250% due 0.40 % 5.165 % $1,100.77
11/15/2013
Tyco Electronics
Corporation(as
successor
to Raychem
Corporation)
7.2% Notes due 2008 754603AB4 3.125% due 0.40 % 5.375 % $1,023.84
10/15/2008
The total consideration for each $1,000 principal amount of Notes (the
"Total Consideration") equals the present value of the remaining interest
and principal payments on the Notes, calculated as set forth in the
relevant tender offer and consent solicitation document, based on a yield
to maturity (the "Cash Flow Yield") for such Notes equal to the yield to
maturity of the U.S. Treasury reference security (the "UST Reference
Security") for such Notes (the "Reference Yield") plus the fixed spread for
such Notes indicated in the table above.
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 "Expiration Date"). Holders of
Notes who tender their Notes after the Early Consent Date specified in the
relevant tender offer and consent solicitation document, but before the
Expiration Date, will be eligible to receive the Total Consideration less
the early consent payment of $30.00.
Convertible U.S. Debt
Convertible Senior Debentures due 2023
The following table sets forth the pricing terms for the convertible
U.S. debt securities due 2023 of the issuer subject to the tender offers
and consent solicitations (the "2023 Convertible Notes"):
Purchase
Weighted Average Price Per
Tyco International Group S.A. CUSIP Price $1,000
3.125% Convertible Senior
Debentures due 2023 902118BE7
$32.31 $1,550.48
902118BG2
The purchase price for each $1,000 principal amount of 2023 Convertible
Notes (the "2023 Convertible Notes Purchase Price") is the sum of:
(A) 45.9821 times the Weighted Average Price; plus
(B) $62.50; plus
(C) $2.30 (representing the increase in the 2023 Convertible Notes
Purchase Price on May 10, 2007 to accommodate expected ex-dividend
trading of Tyco's common shares).
For purposes of this calculation, "Weighted Average Price" means the
arithmetic average of the daily volume-weighted average price of Tyco's
common shares, par value $.20 per share, for the ten trading days prior to
and including May 22, 2007. The daily volume-weighted average equals the
daily volume-weighted average price for Tyco's common shares on the New
York Stock Exchange during the period beginning at 9:30:01 a.m., New York
City time (or such other time as is the official open of trading at the New
York Stock Exchange) and ending at 4:00:00 p.m., New York City time (or
such other time as is the official close of trading at the New York Stock
Exchange) as reported by Bloomberg Financial Services through its "Volume
at Price" function. The Weighted Average Price and the variable cash
component of the purchase price are rounded to the nearest whole cent.
Holders of the 2023 Convertible Notes must tender their 2023
Convertible Notes and deliver their consents by 12:00 midnight, New York
City time, on May 24, 2007, unless such date is extended or earlier
terminated, to be eligible to receive the 2023 Convertible Notes Purchase
Price. Holders who tender Notes must also deliver consents to the proposed
indenture amendments.
Zero Coupon Convertible Notes
The following table sets forth the unchanged pricing terms for the
convertible U.S. debt securities due 2020 and 2021 of the specified issuer
subject to the tender offers and consent solicitations (collectively, the
"Zero Coupon Convertible Notes"):
Purchase Price
per $1,000 at
Tyco International Ltd. CUSIP Maturity
Liquid Yield Option(TM) Notes due
2020 (Zero Coupon-Senior) 902124AC0 $827.71
Tyco International Group S.A.
Zero Coupon Convertible Debentures
due 2021 902118AW8 $824.83
The purchase price for each $1,000 principal amount of Liquid Yield
Option(TM) Notes due 2020 (Zero Coupon-Senior) (the "LYONs Purchase Price")
is $827.71, which represents the accreted amount on the estimated payment
date plus a premium of $10.00. The purchase price for each $1,000 principal
amount of Zero Coupon Convertible Debentures due 2021 (the "Zero Coupon
Convertible Debentures Purchase Price") is $824.83, which represents the
accreted amount on the estimated payment date plus a premium of $10.00.
Holders of the Zero Coupon Convertible Notes must tender their Zero
Coupon Convertible Notes and deliver their consents by 12:00 midnight, New
York City time, on May 24, 2007, unless such date is extended or earlier
terminated, to be eligible to receive the LYONs Purchase Price or the Zero
Coupon Convertible Debentures Purchase Price, as applicable. Holders who
tender Notes must also deliver consents to the proposed indenture
amendments.
Each of the tender offers is subject to the satisfaction of certain
conditions, as specified in the relevant 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 relevant 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
referred to in this press release should tender or refrain from tendering
or as to whether holders of such 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 (the
"Exchange Act") 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, +1-609-720-4261,
or Investor Relations, Ed Arditte, +1-609-720-4621, or Karen
Chin, +1-609-720-4398, all of Tyco International Ltd.
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