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.: | |
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| (4) | Date Filed: | |
Set forth below is a copy of a PowerPoint presentation first used or distributed by Thomas & Betts Corporation (“Thomas & Betts”) on March 15, 2012, relating to the proposed merger of Thomas & Betts and a subsidiary of ABB Ltd.
12 March 2012
ABB and Thomas & Betts
A great fit
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Safe-harbor statement
This presentation includes forward-looking information and statements including
statements concerning the outlook for our businesses. These statements are based
on current expectations, estimates and projections about the factors that may
affect our future performance, including the economic conditions of the regions
and industries that are major markets for ABB Ltd. These expectations, estimates
and projections are generally identifiable by statements containing words such
as "expects," "believes," "estimates," "targets," "plans" or similar
expressions. However, there are many risks and uncertainties, many of which are
beyond our control, that could cause our actual results to differ materially
from the forward-looking information and statements made in this presentation
and which could affect our ability to achieve any or all of our stated targets.
The important factors that could cause such differences include, among others,
business risks related to the financial crisis and economic slowdown, costs
associated with compliance activities, the amount of revenues we are able to
generate from backlog and orders received, raw materials prices, market
acceptance of new products and services, changes in governmental regulations and
currency exchange rates and such other fac tors as may be discussed from time to
time in ABB Ltd's filings with the U.S. Securities and Exchange Commission,
including its Annual Reports on Form 20-F. Although ABB Ltd believes that its
expectations reflected in any such forward-looking statement are based upon
reasonable assumptions, it can give no assurance that those expectations will be
achieved.
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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 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
o Key reasons for deal
o Complementary products and geographic strengths
o Products can be sold together and through same channels
o Thomas & Betts can offer larger porfolio in North America
o ABB can offer larger porfolio in rest of world
o Key benefits
o Employees: growth opportunities, global horizons
o Channel partners: fewer transactions, one-stop shop, 2 day shipping
o 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 global leader in power and automation technologies
Leading market positions in main businesses
[GRAPHIC OMITTED]
|X| 135,000 employees in about 100
countries
|X| $38 billion in revenue (2011)
|X| Formed in 1988 merger of Swiss and Swedish
engineering companies
|X| Predecessors founded in 1883 and 1891
|X| 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]
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Low Voltage Products
Key facts
[GRAPHIC OMITTED]
Low Voltage Products
|X| 21,200 employees worldwide
|X| 70 manufacturing sites in more than 35
countries
|X| Sales activities in over 100 countries
|X| 3,700 sales people
|X| Revenues: 5.3 billion USD Y2011 |X|
150,000 products
|X| More than one million products
delivered per day
|X| Over 15 billion USD serviceable
Installed Base
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Low Voltage Products Manufacturing footprint 2011
70 manufacturing and 45 Service units
[GRAPHIC OMITTED]
o LV Systems
o Breakers & Switches
o Control Products
o Enclosures & DIN-Rail Products
o Wiring Accessories
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��
Low Voltage Products
Channels and Markets served
[GRAPHIC OMITTED]
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Low Voltage Products
Business Units
[GRAPHIC OMITTED]
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LV Systems Breakers Enclosures and Control Products Wiring Accessories
and Switches DIN-Rail Products
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|X| MNS Conventional |X| Circuit Breakers |X| Modular DIN-Rail |X| Control and Protection |X| Wiring Accessories
Switchgear |X| Switches Products |X| Electronic Products |X| Industrial Plugs and
|X| MNS Intelligent |X| Fusegear and Cable |X| Intelligent Building and Relays Sockets
Switchgear Distribution Cabinets Control KNX |X| Connection |X| Door Entry Systems
|X| MNS Integrated |X| Enclosures and Cable
Switchgear Systems
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Low Voltage Products division
Business Units - How T & B would be positioned
[GRAPHIC OMITTED]
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LV Systems LV Breakers Enclosures and Control Wiring Thomas & Betts
and Switches DIN-Rail Products Products Accessories
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MNS conventional Molded case Modular DIN-rail Control and Wiring Wire mgt systems
switchgear circuit breakers products protection accessories Conduit and cable
MNS intelligent Air circuit breakers Intelligent building Electronic Industrial plugs fittings
switchgear Switches control KNX products and and sockets Industrial connectors
Fusegears Enclosures and relays Door entry Terminals and
Enclosed switches cable systems Connections systems insulation
Cable distribution Boxes and covers
cabinets
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A leader in power and automation technologies
Facts about ABB in North America
[GRAPHIC OMITTED]
|X| Largest installed base of ABB power
transmission and distribution equipment
|X| One of company's largest markets for
products, systems and services
|X| Discrete Automation and Motion
|X| Low Voltage Products
|X| Power Products
|X| Process Automation
|X| Power Systems
|X| Region headquarters in Cary, North
Carolina
|X| Nearly 20,000 employees working in
Canada, Mexico and the United States
|X| Five major operational areas: Manufacturing,
Assembly, Service, Sales and engineering,
Research & Development
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Continuous investment in people and technology
North America
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People are our lifeblood
o Approx 20,000 employees
o Attrition below market avg
o ABB: Employer of choice
Employees by division NAM
[GRAPHIC OMITTED]
Investment less than $5bn in last 5 yrs
o Acquisitions to fill white spots: Baldor, Ventyx, Bermac, Kuhlman Electric, K-Tek
o T & B acquisition ~$4 bn*
o Additional investments: ECOtality, Industrial Defender, Trilliant, Power Assure, Validus
o Investing in a greenfield cable factory in Huntersville, NC
o San Luis Potosi, Mexico investment
o Organic growth initiatives in MV products, LV System & Distribution Automation
* Closing expected in Q2 2012
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Power and productivity for a better world
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