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 R. Jackson Blackstock
Chief Communications Officer Senior Vice President
Tyco International (US) Inc. Tyco International (US) Inc.
508-747-0800 212-424-1344
TYCO OFFERS TO ACQUIRE OUTSTANDING TYCOM SHARES
Pembroke, Bermuda, October 4, 2001: Tyco International Ltd. (NYSE: TYC;
LSE: TYI; BSX: TYC) announced today that, through its subsidiary TGN Holdings,
it has offered to acquire the outstanding 11% minority interest in TyCom Ltd.
(NYSE: TCM; BSX: TCM) representing approximately 56 million common shares. Tyco
currently holds 89% of all TyCom common shares and acquiring the outstanding
minority shares would bring TyCom back into the Tyco International Ltd.
corporate structure as a wholly owned subsidiary.
Tyco International Ltd. Chairman, President and Chief Executive
Officer, L. Dennis Kozlowski stated: "Tyco remains committed to TyCom even
though the environment for broadband telecommunication stocks has changed
dramatically since the time of the initial public offering of TyCom."
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. This constitutes a premium
of 48% over the closing price of TyCom common shares on October 3, 2001, and 15%
over the average closing price of TyCom shares over the past three months.
The 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. If approved by TyCom's Board, it is expected that the transaction
will be consummated early next calendar year. Tyco expects that the TyCom Board
of Directors
will form an independent Special Committee to evaluate the proposal
and make a recommendation to the TyCom Board of Directors.
ABOUT TYCO INTERNATIONAL LTD.
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: 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 disposable medical products, financing and leasing
capital, plastics and adhesives. Tyco operates in more than 100 countries and
had reported fiscal 2000 sales of $28.9 billion.
FORWARD LOOKING STATEMENT
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements in
this release include statements addressing Tyco's future financial and operating
results and the terms and timing of the transaction.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the TyCom
Board's rejection of the proposal; inability to obtain, or meet conditions
imposed for, governmental approvals for the transaction; and other economic,
business, competitive and/or regulatory factors affecting Tyco's and TyCom's
businesses generally.
More detailed information about the factors that could cause actual results to
differ materially from those described in the forward-looking statements is set
forth in Tyco's filings with the Securities and Exchange Commission, including
Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2000
and its most recent quarterly reports on Form 10-Q. Tyco is under no obligation
to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
# # #
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.