0000950130-01-504504.txt : 20011009
0000950130-01-504504.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950130-01-504504
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010926
FILER:
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: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-68240
FILM NUMBER: 1745502
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
424B3
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d424b3.txt
PRESS RELEASE
Filed by Tyco International Ltd.
Pursuant to Rule 424(b)(3) Under the Securities Act of 1933
Subject Company: Sensormatic Electronics Corporation
File Number for Related Registration Statement: 333-68240
FOR IMMEDIATE RELEASE
CONTACTS:
Investor Relations Media Relations
R. Jackson Blackstock Maryanne Kane
Senior Vice President Chief Communications Officer
Tyco International (US), Inc. Tyco International (US) Inc.
212-424-1344 603-778-9700/508-747-0800
Thomas F. Donahue Debora S. Coller
Corporate Vice President, Vice President, Corporate Communications
Treasurer & Investor Relations Sensormatic Electronics Corp.
Sensormatic Electronics Corp. 561-989-7035
561-989-7912
TYCO INTERNATIONAL AND SENSORMATIC FIX EXCHANGE RATIO
FOR THEIR PENDING EXCHANGE OFFER AND MERGER AT 0.5189
EXCHANGE OFFER EXTENDED TO OCTOBER 10, 2001
Pembroke, Bermuda and Boca Raton, Florida, September 26, 2001 - Tyco
International Ltd. (NYSE:TYC; LSE:TYI; BSE:TYC), a diversified manufacturing and
services company, and Sensormatic Electronics Corporation (NYSE:SRM), a leading
supplier of electronic security solutions to the retail, commercial and
industrial marketplaces, announced today that Tyco Acquisition Corp. XXIV (NV),
a subsidiary of Tyco, and Sensormatic have agreed that in the pending exchange
offer by Tyco Acquisition for all outstanding Sensormatic common shares and the
subsequent merger of Sensormatic into Tyco Acquisition each Sensormatic common
share will be exchanged for 0.5189 of a Tyco common share. As a result of this
agreement, pursuant to rules of the Securities and Exchange Commission, Tyco
Acquisition extends the expiration date of the exchange offer, which was
initially scheduled to expire on Monday, October 1, 2001, to midnight, New York
City time, on Wednesday, October 10, 2001.
Under the terms of the merger agreement between the parties, an exchange ratio
was determined based on the volume-weighted average Tyco share price on the New
York Stock Exchange for the five consecutive trading days that ended on
September 25, 2001. Because this average share price was less than $46.25, under
the merger agreement Tyco Acquisition had the right to terminate the merger
agreement and the exchange offer unless Sensormatic agreed to a fixed exchange
ratio of 0.5189, which is based on an assumed price of $46.25 per Tyco common
share.
The Sensormatic Board of Directors unanimously determined that the terms of the
exchange offer and the subsequent merger, including the 0.5189 exchange ratio,
are advisable, fair to, and
in the best interests of, the holders of Sensormatic common shares. The members
of the Sensormatic Board of Directors unanimously recommend that holders of
Sensormatic common shares accept the exchange offer and tender their Sensormatic
common shares pursuant to the exchange offer.
Morgan Stanley & Co. Incorporated, Sensormatic's financial advisor, delivered to
the Sensormatic Board of Directors its opinion that the consideration to be
received by the holders of Sensormatic common shares in the exchange offer and
the subsequent merger, based on the 0.5189 exchange ratio, was fair from a
financial point of view to such holders.
Sensormatic's 6 1/2% convertible preferred stock will be called for redemption
in accordance with its terms following the initial acceptance of shares of
Sensormatic common stock by Tyco in the exchange offer. Holders of preferred
stock may convert their shares into Sensormatic common stock prior to the
redemption date in order to participate in the transaction.
The exchange offer is conditioned on the tender of a majority of the outstanding
Sensormatic common shares on a fully diluted basis, receipt of material non-U.S.
regulatory approvals, and other customary conditions.
Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for
the exchange offer, that, as of 5:00 p.m., New York City time, on September 25,
2001, a total of 2,343,921 shares of Sensormatic common stock were tendered in
the exchange offer, which constitutes approximately 2.42% of the total number of
outstanding Sensormatic common shares on a fully-diluted basis.
About Sensormatic
Sensormatic Electronics Corporation (NYSE: SRM) is a leading supplier of
electronic security solutions to the retail, commercial and industrial
marketplaces. Sensormatic is also the leader in integrated source tagging - a
process where consumer goods manufacturers apply anti-theft tags at the point of
packaging or manufacturing. The company is also the Official Electronic Security
Supplier and a sponsor of the 2002 Winter Olympic Games in Salt Lake City, Utah
and a sponsor of the U.S. Olympic Team through the year 2004.
About Tyco International Ltd.
Tyco International Ltd. (NYSE:TYC, LSE:TYI, BSE:TYC) is a diversified
manufacturing and service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's largest designer,
manufacturer, installer and servicer of undersea telecommunications systems; the
world's largest manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions in medical device
products, financing and leasing capital, plastics and adhesives. Tyco operates
in more than 100 countries and has expected fiscal 2001 revenues of $38 billion.
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Additional Information
Investors are advised to read the registration statement on Form S-4, the
Schedule TO, the prospectus and other documents relating to the exchange offer
that have been or will be filed by Tyco with the Securities and Exchange
Commission. Sensormatic stockholders are also urged to read the related
solicitation/recommendation statement on Schedule 14D-9 as amended or will be
amended that has been or will be filed by Sensormatic regarding the offer,.
Investors may obtain a free copy of these documents filed with the SEC and other
documents filed by Tyco and Sensormatic with the SEC at the SEC's web site at
www.sec.gov. These documents contain important information, which should be read
carefully before any decision is made with respect to the exchange offer and the
merger. These documents may also be obtained from Tyco by directing requests to
Tyco International Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road,
Pembroke HM 08 Bermuda, tel: (441) 292-8674; or from Sensormatic by directing
requests to Sensormatic Electronics Corporation, 951 Yamato Road, Boca Raton, FL
33431-0700, tel : (561) 989-7000
Documents may also be obtained from MacKenzie Partners, Inc., the information
agent for the offer, 156 Fifth Avenue, New York, New York 10010, (212) 929-5500
(call collect) or (800) 322-2885 (toll free).
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