UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to § 240.14a-12 |
Thomas & Betts Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Set forth below is a copy of a PowerPoint presentation first used or distributed by Thomas & Betts Corporation (“Thomas & Betts”) after 5:30 p.m. Eastern Time on March 5, 2012, relating to the proposed merger of Thomas & Betts and a subsidiary of ABB Ltd.
January 30, 2012
ABB and Thomas & Betts
A great fit
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FORWARD-LOOKING STATEMENTS:
This communication includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not historical facts and are subject to risks and uncertainties
in the operations, business, economic and political environment of Thomas &
Betts Corporation ("Thomas & Betts"). Forward-looking statements may be
identified by the use of words such as "achieve," "should," "could," "may,"
"anticipates," "expects," "might," "believes," "intends," "predicts," "will"
and other similar expressions. These statements are based on the current
expectations and beliefs of Thomas & Betts, and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
stated or implied by the forward-looking statements. Those risks and
uncertainties include, but are not limited to: 1) the possibility that Thomas &
Betts and ABB Ltd ("ABB") may be unable to obtain shareholder or regulatory
approvals required for the merger; 2) the risk that a condition to closing of
the proposed transaction may not be satisfied; 3) Thomas & Betts' and ABB's
ability to consummate the proposed merger, including the financing thereof; 4)
the businesses may suffer as a result of uncertainties surrounding the merger;
5) the ability of Thomas & Betts to retain and hire key personnel and maintain
relationships with providers or other business partners; and 6) the industry
may be subject to future regulatory or legislative actions and other risks that
are described in the Securities and Exchange Commission (the "SEC") reports
filed or furnished by Thomas & Betts and ABB. In addition, any statements
regarding Thomas & Betts' projected 2012 sales and earnings; the future demand
for Thomas & Betts' products and services, including the present spending
trends by our customers; and Thomas & Betts' future performance as delineated
in our forward-looking guidance, and particularly our expectations with respect
to sales and foreign exchange impact, constitute forward-looking statements.
Such forward-looking statements are based on Thomas & Betts' current
expectations and beliefs and involve a number of risks and uncertainties that
are difficult to predict and that may cause actual results to differ materially
from those stated or implied by the forward-looking statements. Those risks and
uncertainties include, but are not limited to: the availability and cost of raw
materials; changes in customer demand; loss of key personnel; changes in
customer credit; changes in laws or governmental policies; interest rate and
foreign currency exchange rate fluctuations; changes in tax regulations and
laws; changes in generally accepted accounting principles; and changes in
business, political or economic conditions due to the threat of future
terrorist activity or acts of war in the U.S. or other parts of the world. A
further description of these risks, uncertainties, and other matters can be
found in the Risk Factors detailed in Thomas & Betts' Annual Report on Form
10-K for the fiscal year ended December 31, 2011 filed with the SEC on February
17, 2012, as well as other filings Thomas & Betts makes with the SEC.
Because forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events currently
expected by Thomas & Betts. Thomas & Betts assumes no obligation and expressly
disclaims any duty to update information contained in this filing except as
required by law.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT:
This communication may be deemed to be solicitation material in respect of the
proposed merger between Thomas & Betts and a subsidiary of ABB. In connection
with the proposed merger, Thomas & Betts has filed a preliminary proxy
statement and will file a definitive proxy statement with the SEC. The
information contained in the preliminary filing is not complete and may be
changed. Before making any voting or investment decisions, investors and
security holders are urged to read the definitive proxy statement when it
becomes available and any other relevant documents filed with the SEC because
they will contain important information about the proposed merger. The
definitive proxy statement will be mailed to the shareholders of Thomas & Betts
seeking their approval of the proposed merger. Thomas & Betts' shareholders
will also be able to obtain a copy of the definitive proxy statement free of
charge by directing a request to: Thomas & Betts Corporation, 8155 T & B
Boulevard, Memphis, TN, 38125, Attention: General Counsel. In addition, the
preliminary proxy statement is available and the definitive proxy statement
will be available free of charge at the SEC's website, www.sec.gov or
shareholders may access copies of the documentation filed with the SEC by
Thomas & Betts on its website at www.tnb.com. they become available.
Thomas & Betts and its directors, executive officers and certain other
employees may be deemed to be participants in the solicitation of proxies of
Thomas & Betts shareholders in connection with the proposed merger. Investors
and security holders may obtain more detailed information regarding the names,
affiliations and interests of Thomas & Betts directors and executive officers
by reading Thomas & Betts' proxy statement for its 2011 annual meeting of
shareholders, which was filed with the SEC on March 11, 2011. Additional
information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be included in the proxy statement and other relevant materials
filed by Thomas & Betts with the SEC in connection with the proposed merger
when they become available.
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Combination would create a world
leader in electrical products market
Strong growth potential
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An attractive deal for all
Good for employees, customers and shareholders
* Key reasons for deal
* Complementary products and geographic strengths
* Products can be sold together and through same channels
* Thomas & Betts can offer larger porfolio in North America
* ABB can offer larger porfolio in rest of world
* Key benefits
* Employees: growth opportunities, global horizons
* Channel partners: fewer transactions, one-stop shop, 2 day shipping
* Shareholders: greater geographical diversity, global market access,
attractive returns and growth prospects
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ABB and Thomas & Betts portfolios are a perfect match
Example: commercial buildings
[GRAPHIC OMITTED]
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A brief introduction to ABB
A global leader in power and
automation technologies
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A long heritage in power and automation
Leading market positions in main businesses
[GRAPHIC OMITTED]
* 130,000 employees in about 100 countries
* $32 billion in revenue (2010)
* Formed in 1988 merger of Swiss and Swedish engineering companies
* Predecessors founded in 1883 and 1891
* Publicly owned company with head office in Switzerland
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Power and automation are all around us
You will find ABB technology[]
[GRAPHIC OMITTED]
* orbiting the earth and working beneath it,
* crossing oceans and on the sea bed,
* in the fields that grow our crops and packing the food we eat,
* on the trains we ride and in the facilities that process our water,
* in the plants that generate our power and in our homes, offices and
factories
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Ground-breaking and nation-building projects
Pushing the boundaries of technology
[GRAPHIC OMITTED]
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How ABB is organized
Five global divisions
[GRAPHIC OMITTED]
* ABB's portfolio covers:
* Electricals, automation, controls and instrumentation for power
generation and industrial processes
* Power transmission
* Distribution solutions
* Low-voltage products
* Motors and drives
* Intelligent building systems
* Robots and robot systems
* Services to improve customers productivity and reliability
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ABB's Low Voltage Products division
Key facts
[GRAPHIC OMITTED]
* 20,000 employees worldwide
* 60 manufacturing sites in more than 35 countries
* Sales activities in over 100 countries
* 2,800 own sales people plus distributors
* Revenues: $4.6 billion in 2010
* 150,000 products (catalog numbers)
* greater than 1 million products delivered per day
* greater than $15 billion serviceable installed base
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Low Voltage Products footprint 2011
Greater than 100 manufacturing and service units
[GRAPHIC OMITTED]
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Low Voltage Products
Channels and markets served
[GRAPHIC OMITTED]
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Low Voltage Products division
Business Units - Current State
[GRAPHIC OMITTED]
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Low Voltage Products division
Business Units - How T & B would be positioned
[GRAPHIC OMITTED]
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ABB in North America
More than one-tenth of ABB's employees are in region
[GRAPHIC OMITTED]
* Largest installed base of ABB power transmission and distribution equipment
* One of company's largest markets for products, systems and services
* Region headquarters in Cary, North Carolina
* 18,650 employees in Canada, Mexico and US
* Five major operational areas:
* Manufacturing
* Assembly
* Service
* Sales and engineering
* Research and development
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Power and productivity
for a better world(TM)
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