PEMBROKE, Bermuda, June 7 /PRNewswire-FirstCall/ -- The Board of
Directors of Tyco International Ltd. (NYSE: TYC; BSX: TYC) today formally
approved the spin-offs of its healthcare and electronics businesses through
a tax-free dividend distribution to Tyco International shareholders. The
distributions will be made on June 29, 2007 (the distribution date) to
shareholders of record on June 18, 2007 (the record date).
"We are very pleased to reach this important milestone in the
separation of Tyco International into three independent, publicly traded
companies," said Tyco Chairman and Chief Executive Officer Edward Breen.
"We are now in the final stages of completing this complex transaction
which will provide these businesses with the focus and flexibility to
achieve their long-term growth potential."
In connection with the dividend distribution, each Tyco International
shareholder will receive one common share of Covidien Ltd. and one common
share of Tyco Electronics for every four common shares of Tyco
International held at the close of business on the record date. Fractional
common shares of Covidien or Tyco Electronics or Covidien will not be
distributed and any Tyco International shareholder entitled to receive a
fractional share will instead receive a cash payment. Immediately following
the distributions, Tyco International's shareholders will own 100% of the
common shares of Covidien and Tyco Electronics.
The distributions have been structured to qualify as tax-free dividends
to Tyco International 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 distribution to such shareholder.
Tyco International currently has approximately 2 billion shares
outstanding. Based on the distribution ratio noted above, approximately 500
million shares of Tyco Electronics common stock and 500 million shares of
Covidien common stock will be distributed to Tyco International
shareholders. The Tyco International Board also approved a one-for-four
reverse split which will become effectively immediately following the
completion of the dividend distribution. Tyco's shareholders authorized the
Board to implement the reverse stock split at a special shareholder meeting
on March 8, 2007. Immediately following the distribution, every four common
shares of Tyco International will be converted into one common share of
Tyco International. As a result, Tyco International will have approximately
500 million common shares outstanding after the reverse stock split.
A letter of transmittal relating to the reverse stock split will be
mailed to holders of certificates representing Tyco common shares once the
reverse split is effective. These holders will ultimately receive their
replacement shares in book-entry form and a cash payment for any fractional
share.
Common shares of Tyco International will continue to trade "regular
way" (inclusive of the Covidien and Tyco Electronics dividend
distributions) throughout the period leading up to and including the
distribution date. Any holder of Tyco International common shares who sell
such shares "regular way" on or before June 29, 2007 will also be selling
their entitlement to receive common shares of Covidien or Tyco Electronics
in respect of such shares. Investors are encouraged to consult with their
financial advisors regarding the specific consequences of selling Tyco
International common stock on or before the distribution date.
Tyco Electronics and Covidien have filed applications to list their
common stock on the New York Stock Exchange and the Bermuda Stock Exchange
under the trading symbols "TEL" and "COV" respectively. Tyco International
has been advised by the NYSE that shares of Tyco International, Tyco
Electronics and Covidien will trade on a "when issued" basis on or about
two business days prior to the record date. Tyco International "when
issued" trades will settle after the distribution date without the benefit
of the Tyco Electronics and Covidien distributions. Tyco Electronics and
Covidien "when issued" trades will settle after the distribution date with
shares of both as standalone companies.
No action is required by Tyco International shareholders to receive
their Covidien or Tyco Electronics common shares. Tyco International
shareholders who hold Tyco International common shares as of the record
date will receive a book-entry account statement reflecting their ownership
of Covidien and Tyco Electronics common shares or their brokerage account
will be credited for the shares.
Information Statement
Shortly after June 18, 2007, Tyco International will mail Information
Statements to its shareholders of record as of the close of business on the
record date. The Information Statements will include information regarding
the distributions and the business and management of Covidien and Tyco
Electronics, respectively, following the distributions. In addition, each
of Covidien and Tyco Electronics intend to file important information
related to the spin-offs, including their respective Information
Statements, with the U.S. Securities and Exchange Commission ("SEC") on
Form 8-K. The distribution of Covidien and Tyco Electronics common shares
will be made as described in the applicable Information Statements relating
to such securities, which have been filed with the SEC. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there by any sale of these securities in any state in which
such an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities law of any such state.
About the Businesses
The three businesses being created through the separation are:
Tyco International Ltd. (NYSE: TYC) is a leading provider of security
products and services, fire protection and detection products and services,
flow control products, as well as electrical and metal conduit and
construction materials. The company had 2006 revenues of more than $18
billion and employs 115,000 people in more than 60 countries.
Covidien, formerly Tyco Healthcare, is a global $10 billion
manufacturer of leading medical devices and supplies, imaging products and
pharmaceuticals. The Company employs more than 43,000 people worldwide and
is dedicated to working with medical professionals to improve patient
outcomes. Its portfolio of leading brands includes Autosuture, Kendall,
Mallinckrodt, Nellcor, Puritan Bennett, Syneture and Valleylab.
Tyco Electronics is a leading global provider of engineered electronic
components, network solutions and wireless systems, with 2006 sales of
$12.8 billion to customers in more than 150 countries. The company designs,
manufactures and markets products for customers in industries from
automotive, appliances and aerospace and defense to telecommunications,
computers and consumer electronics.
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, all of Tyco
International Ltd.
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