8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2011

TE CONNECTIVITY LTD.
(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-0518048
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-33260
(Commission File Number)

Rheinstrasse 20

CH-8200 Schaffhausen
Switzerland

(Address of Principal Executive Offices, including Zip Code)

+41 (0)52 633 66 61
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

On November 29, 2011, TE Connectivity Ltd., a Swiss corporation (the “Company”), submitted an irrevocable and binding offer (the “Offer”) to purchase the outstanding share capital of Deutsch Group SAS (“Deutsch”), a global leader in high-performance connectors for harsh environments, from its current shareholders (the “Sellers”) (the “Proposed Transaction”).

Pursuant to the Offer, the Company has agreed to enter into a share purchase agreement with the Sellers after completion of the required consultation with Deutsch’s French workers councils and acceptance of the Offer by the Sellers.  The total value of the Proposed Transaction amounts to €1.55 billion (approximately $2.06 billion at current exchange rates), which amount includes Deutsch’s financial debt to be repaid at closing. The consideration payable to the Sellers (€1.15 billion or approximately $1.53 billion at current exchange rates) will not be subject to an adjustment based on Deutsch’s performance prior to closing and will accrue interest at a per annum rate of 5.5% after February 28, 2012 if the transaction has not closed prior to that date. The Company intends to finance the transaction with a combination of cash and debt.

In the event that the Sellers have not accepted the Offer by March 31, 2012, the Offer will lapse unless otherwise extended by the parties.

Completion of the Proposed Transaction will be subject to customary regulatory conditions including foreign investments approval by the French Ministry of Economy and Finance, approval of the Committee on Foreign Investment in the United States and antitrust clearances. The transaction terms also include customary termination rights, including a customary termination fee payable to Sellers if the transaction does not close. The transaction is expected to close in the third quarter of the Company’s current fiscal year (April-June 2012).

Item 7.01.  Regulation FD Disclosure

A copy of the press release regarding the Offer and the Proposed Transaction is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01. The press release should be read in conjunction with the forward-looking statements included in the text of the press release. The Company will hold a conference call and webcast today at 5:00 p.m. EST (see information in the press release attached hereto as Exhibit 99.1 under “Conference Call and Webcast”). A copy of the presentation to be discussed at the conference call and webcast is being furnished pursuant to Regulation FD as Exhibit 99.2 and is incorporated by reference in this Item 7.01, and the presentation also can be accessed at the “Investors” section of the Company’s website (www.te.com).

Item 9.01.  Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.	Description
99.1	Press release issued November 29, 2011
99.2	Presentation dated November 29, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TE CONNECTIVITY LTD.
	(Registrant)
	By:	/s/ Terrence R. Curtin
		Terrence R. Curtin
		Executive Vice President and Chief Financial Officer
Date: November 29, 2011

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EX-99.1

Exhibit 99.1

News Release

Contacts:	Media Relations:	Media Relations:
	Amy Shah	Dawn Dover
	TE Connectivity	Kekst and Company
	+1 610-893-9555	+1 917-349-5621
	amy.shah@te.com	dawn-dover@kekst.com
	Media Relations-France:
	Isabelle Clap
	TADDEO
	+ 33 (0) 6 88 84 34 95
	isabelle.clap@taddeo.fr
	Investor Relations:	Investor Relations:
	Keith Kolstrom	Matt Vergare
	TE Connectivity	TE Connectivity
	+1 610-893-9551	+1 610-893-9442
	keith.kolstrom@te.com	matthew.vergare@te.com

TE Connectivity in Exclusive Negotiations to Acquire Deutsch

TE Connectivity Expands Product Range for Industrial Markets

With Deutsch’s Harsh Environment Connectivity Solutions

Expected To Be Accretive by Approximately $.20 in Fiscal 2013; Offers Significant Opportunity For Long-Term Sales and Earnings Growth

SCHAFFHAUSEN, Switzerland, November 29, 2011 — TE Connectivity Ltd. (NYSE: TEL) today announced that it has entered into exclusive negotiations with Wendel (Euronext: MF) and has made a binding offer to acquire Deutsch Group SAS (Deutsch), a global leader in high-performance connectors for harsh environments, in a transaction valued at €1.55 billion (approximately $2.06 billion at current exchange rates).  The proposed acquisition will enable TE to provide a wide range of industry-leading connectivity products for harsh environment applications.   It is expected to be accretive to the Company’s adjusted earnings by approximately $0.20 per share in fiscal 2013, excluding acquisition-related costs.  The potential acquisition is expected to close by the third fiscal quarter ended June 29, 2012.

“Deutsch is an outstanding company with a long history of leadership in providing custom-engineered

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connectivity products for harsh environment industrial applications,” said Tom Lynch, Chief Executive Officer of TE Connectivity.  “The acquisition of Deutsch is a major step in executing our vision to provide the most complete range of connectivity solutions for our customers worldwide.  The complementary nature of the products provided by our two companies will enable us to better serve customers in key industries, especially Industrial Transportation, Industrial Equipment, Aerospace and Defense, Rail, and Offshore Oil and Gas.  With our global reach and scale, we expect to expand the growth of Deutsch’s products.  This, combined with the opportunity for operating efficiencies and tax synergies, will enable us to deliver significant value for our shareholders.”

Deutsch is a global leader in providing connectivity solutions for harsh environment applications, with a reputation for innovation, quality and reliability.  It is a leader in technology-driven specialty areas such as hermetics, filtering, high-speed precision machining, and composites.  In 2011, Deutsch is expected to generate revenues of approximately $670 million and adjusted EBITDA margin of approximately 26%.  Deutsch was founded in 1938 and is owned by Wendel.

Jean-Marie Painvin, Chairman of the Board of Directors and minority shareholder of Deutsch, said, “With this transaction, our companies will bring together two of the most trusted brands in the connector business. Indeed, Deutsch and TE have always been synonymous with innovation, quality and reliability. I am very happy to see that TE’s offer respects the skills and expertise of men and women who every day write the history of Deutsch.”

Bertrand Dumazy, President & Chief Executive Officer of Deutsch, comments, “The combination of our two companies allows Deutsch to join a large global organization with a very good reputation in the connectivity industry. The very strong complementary positioning of our teams, our operations, our technologies and our products will allow us to improve our commercial position from a geographic standpoint as well as in serving customers.”

Completion of the transaction is subject to customary regulatory consents and approvals and acceptance of the binding offer by Wendel, which can only occur after consultation with Deutsch’s workers’ councils.  TE Connectivity expects to finance the pending acquisition through a combination of cash and debt.

CONFERENCE CALL AND WEBCAST

·The company will hold a conference call for investors today beginning at 5:00 p.m. ET.

·Internet users will be able to access the company’s webcast, including slide materials, at the “Investors” section of TE Connectivity’s website: http://investors.te.com

·For both “listen-only” telephone participants and those participants who wish to take part in the

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question-and-answer portion of the call, the dial-in number in the United States is 800-401-8436. The telephone dial-in number for participants outside the United States is 612-332-0932.

·An audio replay of the conference call will be available beginning at 7:00 p.m. on November 29, 2011 and ending at 11:59 p.m. on December 6, 2011. The dial-in number for participants in the United States is 800-475-6701. For participants outside the United States, the replay dial-in number is 320-365-3844. The replay access code for all callers is 226669.

ABOUT TE CONNECTIVITY

TE Connectivity is a global, $14 billion company that designs and manufactures approximately 500,000 products that connect and protect the flow of power and data inside the products that touch every aspect of our lives. Our nearly 100,000 employees partner with customers in virtually every industry—from consumer electronics, energy and healthcare, to automotive, aerospace and communication networks—enabling smarter, faster, better technologies to connect products to possibilities. Find more information about TE Connectivity at http://www.te.com.

Non-GAAP Measures

The earnings per share amount, as adjusted, that is described in the first paragraph of this release is a non-GAAP (U.S. generally accepted accounting principles) measure and should not be considered a replacement for GAAP results. The company uses diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. before special items, including charges or income related to legal settlements and reserves, restructuring and other charges, acquisition related charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items and, if applicable, related tax effects (“Adjusted Earnings Per Share” or “Adjusted EPS”). We use Adjusted EPS because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides a picture of our results that is more comparable among periods since it excludes the impact of special items, which may recur, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. It also is a significant component in our incentive compensation plans. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using Adjusted Earnings Per Share in combination with diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.

Because we do not predict the amount and timing of special items that might occur in the future, and our forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, we do not provide reconciliations to GAAP of our forward-looking financial measures.

The EBITDA margin amount for Deutsch that is described in the third paragraph of this release is a non-GAAP measure and should not be considered a replacement for GAAP results.  EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization. EBITDA is not intended to represent Deutsch’s results of operations in accordance with GAAP and should not be considered a substitute for net income or any other operating measure prepared in accordance with GAAP.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current

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expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition 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. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. In addition to our future financial condition and operating results, the forward-looking statements in this release include statements addressing our ability to execute an acquisition agreement to acquire Deutsch (the “Deutsch Acquisition”), our ability to fund and consummate the Deutsch Acquisition, including the entry into financing arrangements and the receipt of regulatory approvals; and our ability to realize projected financial impacts of and to integrate the Deutsch Acquisition. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the risk that the execution of an acquisition agreement to purchase Deutsch and to close the Deutsch Acquisition may not be consummated; the risk that a regulatory approval that may be required for the Deutsch Acquisition is not obtained or is obtained subject to conditions that are not anticipated; the risk that revenue opportunities, cost savings and other anticipated synergies from the Deutsch Acquisition may not be fully realized or may take longer to realize than expected; the risk that Deutsch’s operations will not be successfully integrated into ours; business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in TE Connectivity’s Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2011 as well as in our Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.

# # #

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EX-99.2

Exhibit 99.2

TE Connectivity to Acquire Deutsch November 29, 2011

Forward-Looking Statements This presentation contains 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, financial condition or achievements to differ materially from anticipated results, performance, financial condition 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. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. In addition to our future financial condition and operating results, the forward-looking statements in this presentation include statements addressing our ability to execute an acquisition agreement to acquire Deutsch (the “Deutsch Acquisition”), our ability to fund and consummate the Deutsch Acquisition, including the entry into financing arrangements and the receipt of regulatory approvals; and our ability to realize projected financial impacts of and to integrate the Deutsch Acquisition. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the risk that the execution of an acquisition agreement to purchase Deutsch and to close the Deutsch Acquisition may not be consummated; the risk that a regulatory approval that may be required for the Deutsch Acquisition is not obtained or is obtained subject to conditions that are not anticipated; the risk that revenue opportunities, cost savings and other anticipated synergies from the Deutsch Acquisition may not be fully realized or may take longer to realize than expected; the risk that Deutsch’s operations will not be successfully integrated into ours; business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in our Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2011 as well as in our Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.

Acquisition Overview Best-in-class connectivity for harsh environments Strong customer relationships 73 year proven history of high-quality products ~80% of products are custom Estimated 2011 revenues of $670 million, EBITDA of ~26% TE has entered into exclusive negotiations and made a binding offer valued at €1.55 billion to acquire Deutsch from the Wendel Group Expands our capability to offer a complete range of connectivity solutions across all major industries, applications and regions Deutsch brings a range of highly-engineered, custom connectivity solutions for harsh environment applications Adds key circular connector product line Provides higher-margin complementary products for applications in long-cycle industries with strong secular trends Commercial aerospace growth Increase in emissions standards globally Significant value expected for shareholders with revenue and tax synergies as well as operational efficiencies

Deutsch Overview Key Metrics Key Products Deutsch is a leading supplier of interconnect products for harsh environments. Segments include industrial transportation, commercial aerospace, military, rail and offshore oil and gas. Deutsch was founded in 1938 and is owned by the Wendel Group. Overview Circular connectors (aluminum, nickel plated, screw locking, environmentally sealed, hermetically sealed, water tight, fiber optic, microwave) Rectangular connectors (thermoplastic, hermetically sealed, environmentally sealed, composite, latching) Splitter boxes (controller area network, environmentally sealed, bayonet locking) 2011 Estimated Financials: Revenue ~$670 million EBITDA ~26% of sales Employees: ~3,600 Manufacturing Facilities: U.S. France China Mexico India U.K. Asia 7% North America 48% EMEA 45% % of Sales By Region Offshore 2% Industrial Transportation 58% Aerospace 22% % of Sales By Application Military 16% Rail 2%

Fills Key Product Gaps Expands Our Portfolio for Harsh Environments TE Segment Transportation Solutions Communications & Industrial Solutions Industry Aerospace & Defense Industrial Transportation Industrial Equipment Application Commercial Aerospace Military Offshore Truck Agriculture Construction Mining, Water Rail MEFA Nuclear 5-year CAGR ~6% ~6% ~5% Deutsch‘s Revenue ~$250M ~$400M ~$20M Strategic Benefit of Acquisition Adds circular connector products Leading positions in new commercial air platforms An entry into offshore oil & gas connectivity Complementary products create a leader in commercial vehicles A full product portfolio to address faster-growing emerging markets Expands existing portfolio with addition of circular connector products Optimize TE OEM and channel partners to increase penetration of Deutsch products

Industrial Transportation Applications Engine Control Unit 1 Engine / Sensor connectors 2 1 2 3 4 Agriculture Vehicles 1 3 4 2 Construction Equipment 1 2 3 4 Heavy Trucks Chassis / in-line connectors 3 Bulkhead connectors 4

Engine Aerospace and Defense Applications 1 Airframe 2 Avionics 3 Landing gear 4 1 2 4 Commercial Aircraft Military Aircraft 1 2 3 Helicopters Weapon systems 5 1 3 5 2 3

Marine and Offshore Applications Subsea equipment 4 Down-hole 5 1 3 5 2 4 4 1 Seismic 2. Topside 3 Tree

Transaction Summary Enterprise Value €1.55 billion ~$2.06 billion at current exchange rates “Effective” net purchase price of ~$1.8 billion (~$250 million of NPV related to tax attributes and synergies) Financing Expect ~50% cash and ~50% new debt Expect to pay off existing TE debt of ~$700 million at maturity in FY 2013 Tax Expect ~10% cash tax rate Drives ~$250 million of value on an NPV basis Return Expect ROIC of ~11% in FY 2015 Accretion Expect ~$0.20 accretion in FY 2013, excluding one-time costs Expect one-time cash costs of ~$75 million Timing Expected to close by fiscal Q3 2012, contingent upon completion of customary regulatory clearances TE’s binding offer is subject to customary regulatory approvals including consultation by Deutsch with the Workers' Council, which is required under French law

Target Today Organic Sales CAGR Synergies Leverage of combined global supply chain TEOA / Lean Purchasing Optimize go-to-market and G&A Operating Efficiencies Expand Deutsch product sales through TE’s customer base Expand TE’s product sales through Deutsch’s customer base Complementary technologies provide better solutions for our customers Expand penetration in emerging markets ~6% 8-10%+ Target ~26% >30% Today EBITDA Revenue Expect ~$0.20 of Accretion in FY2013

Summary The proposed acquisition of Deutsch and its products for harsh environment applications is complementary to TE’s existing portfolio and expands our capability to offer a complete range of connectivity solutions TE’s customer base, geographic presence, and sales and engineering strength is expected to drive growth for Deutsch products at 8-10%+ annually Significant value expected for shareholders with increased growth, operating efficiencies and tax synergies Synergies to drive EBITDA >30% FY2013 Accretion to adjusted EPS of ~ $0.20 per share ROIC above cost of capital in year 3

Non-GAAP Measures The forecasted earnings per share amount, as adjusted, that is set forth in this presentation is a non-GAAP (U.S. generally accepted accounting principles) measure and should not be considered a replacement for GAAP results. The company uses diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. before special items, including charges or income related to legal settlements and reserves, restructuring and other charges, acquisition related charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items and, if applicable, related tax effects ("Adjusted Earnings Per Share" or "Adjusted EPS"). We use Adjusted EPS because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides a picture of our results that is more comparable among periods since it excludes the impact of special items, which may recur, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. It also is a significant component in our incentive compensation plans. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using Adjusted Earnings Per Share in combination with diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results. The forecasted EBITDA margin amount for Deutsch that is set forth in this presentation is a non-GAAP measure and should not be considered a replacement for GAAP results. EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization. EBITDA is not intended to represent Deutsch’s results of operations in accordance with GAAP and should not be considered a substitute for net income or any other operating measure prepared in accordance with GAAP. Because we do not predict the amount and timing of special items that might occur in the future, and our forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, we do not provide reconciliations to GAAP of our forward-looking financial measures.