0000912057-01-534468.txt : 20011010
0000912057-01-534468.hdr.sgml : 20011010
ACCESSION NUMBER: 0000912057-01-534468
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011004
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TYCOM LTD
CENTRAL INDEX KEY: 0001108511
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661]
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15765
FILM NUMBER: 1752300
BUSINESS ADDRESS:
STREET 1: ZURICH CENTER SECOND FL STE 201
STREET 2: 90 PITTS BAY ROAD PEMBROKE BERMUDA
CITY: PEMBRAKE
MAIL ADDRESS:
STREET 1: ZURAICH CENTER SECOND FL STE 201
STREET 2: 90 PITTS BAY RD PEMBROKE BERMUDA
CITY: PEMBRAKE
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/
CENTRAL INDEX KEY: 0000833444
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678]
STATE OF INCORPORATION: D0
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: 90 PITTS BAY ROAD
STREET 2: THE ZURICH CENTRE SECOND FLOOR
CITY: PEMROKE HM 08 BERMU
STATE: D0
BUSINESS PHONE: 4412928674
MAIL ADDRESS:
STREET 1: C/O TYCO INTERNATIONAL (US) INC
STREET 2: ONE TYCO PARK
CITY: EXETER
STATE: NH
ZIP: 03833
FORMER COMPANY:
FORMER CONFORMED NAME: ADT LIMITED
DATE OF NAME CHANGE: 19930601
425
1
a2060539z425.txt
425
Filer: Tyco International Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Tycom Ltd.
Commission File No. 1-15765
FOR IMMEDIATE RELEASE
CONTACT:
NEWS MEDIA INVESTOR RELATIONS
Maryanne Kane Peter Ferris
Chief Communications Officer Managing Director
Tyco International (US) Inc. TyCom (US) Ltd.
508-747-0800 603-775-6344
TYCOM RECEIVES PROPOSAL FROM TYCO TO ACQUIRE OUTSTANDING MINORITY INTEREST
Hamilton, Bermuda, October 4, 2001: TyCom Ltd. (NYSE: TCM; BSX: TCM)
announced today that its Board of Directors has received a proposal from Tyco
International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) in which Tyco has offered to
acquire the outstanding 11% minority interest in TyCom representing
approximately 56 million common shares.
Under the terms of Tyco's offer presented to the TyCom Board of Directors, the
public holders of TyCom common shares would receive 0.2997 of a Tyco common
share for each outstanding TyCom common share. Based on the closing price on the
New York Stock Exchange of a Tyco common share on October 3, 2001, this
represents a value of $14.00 per TyCom common share. Tyco's proposal is subject
to the approval of the Board of Directors of TyCom, the negotiation and
execution of a definitive agreement, and any required regulatory approvals.
TyCom's Board of Directors has formed a Special Committee which will select
independent legal and financial advisors to evaluate the offer and make a
recommendation to the TyCom Board.
ABOUT TYCOM LTD.
TyCom Ltd. (NYSE: TCM; BSX: TCM), with fiscal 2000 revenues of $2.54 billion, is
one of the world's largest providers of advanced broadband communications
capacity, systems and services. TyCom is a leading fully integrated supplier of
transoceanic optical networks, is the recognized world leader in undersea
technology development and
application, and operates one of the world's largest fleets of cable ships.
The company is also deploying and selling capacity on the TyCom Global Network.
TyCom's parent company is Tyco International Ltd.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Tyco International Ltd. and TyCom Ltd..
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Tyco and
TyCom at the Commission's web site at www.sec.gov. The proxy
statement/prospectus and such other documents may also be obtained from Tyco or
from TyCom by directing such request to Tyco International Ltd., The Zurich
Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, tel: (441)
292-8674; or to TyCom Ltd., Crown House, 4 Par-la-Ville Road, Hamilton HM 08,
Bermuda.
TyCom and certain other persons referred to below may be deemed to be
participants in any solicitation of proxies of TyCom's shareholders to adopt the
agreement providing for Tyco's acquisition of the minority interest in TyCom.
The participants in such solicitation may include the directors and executive
officers of TyCom, who may have an interest in the transaction, including as a
result of holding stock or options of TyCom. A detailed list of the names and
interests of TyCom's directors and executive officers is contained in TyCom's
Proxy Statement for its Annual Meeting, held on March 27, 2001, which may be
obtained without charge at the Commission's web site at www.sec.gov.