Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: CONTACT:
J. Brad McGee Jay W. Thomas
Tyco International (US) Inc. AFC Cable Systems, Inc.
Senior Vice President Director of Marketing
(603) 778-9700 (508) 998-1131
AFC CABLE AND TYCO FIX EXCHANGE RATIO FOR THEIR PENDING
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MERGER AT 1:1
Hamilton, Bermuda and Providence, RI, November 18, 1999 - Tyco
International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC), a diversified manufacturing and
service company, and AFC Cable Systems, Inc. (NASDAQ-AFCX) a manufacturer of
prewired armor cable, announced today that they have agreed to an exchange ratio
for their pending merger pursuant to which AFC Cable shareholders will receive
one Tyco common share for each share of the approximately 12.8 million shares of
AFC Cable shares outstanding.
Pursuant to the terms of the merger agreement, AFC Cable had the right
to cause Tyco to proceed with the merger if AFC Cable agreed to an exchange
ratio of 0.987 Tyco common shares for each share of AFC Cable. Tyco had the
right to cause AFC Cable to proceed with the merger if Tyco agreed to an
exchange ratio of 1.04466 Tyco common shares for each share of AFC Cable. The
two companies mutually agreed today to proceed with the transaction on the basis
of a one-for-one exchange ratio. The closing price today for Tyco common shares
on the New York Stock Exchange was $44.875. AFC Cable shareholders will vote on
the merger at a meeting scheduled for November 22, 1999.
"AFC Cable provides an excellent range of products that complement our
Allied Tube & Conduit electrical products," said L. Dennis Kozlowski, Tyco's
Chairman and Chief Executive Officer. "The combination of AFC Cable's offerings
with Allied's electrical conduit, our steel support products and cable tray
products will greatly enhance our value to electrical distributors. This
acquisition, which will be immediately accretive to earnings, will also enhance
our presence in the fast-growing do-it-yourself market."
Ralph Pappito, Chairman and Chief Executive Officer of AFC Cable, said,
"This transaction provides exceptional value for shareholders of AFC Cable and
allows our shareholders to participate in the future growth of Tyco. Our
management team is very excited by the opportunities the combination with Tyco
presents for both companies and our customers."
AFC Cable, with annual revenues of approximately $275 million, is a
leader in the design, manufacturer and supply of prewired armor cable, flexible
conduit, modular wiring systems and electrical fittings used in a wide range of
electrical, voice and data distribution products.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and servicer of electrical and
electronic components and undersea telecommunications systems, the world's
largest manufacturer, installer, and provider of fire protection systems and
electronic security services, has strong leadership positions in disposable
medical products, plastics, and adhesives, and is the largest manufacturer of
flow control valves. The Company operates in more than 80 countries around the
world and has expected fiscal 2000 revenues in excess of $25 billion.
FORWARD LOOKING INFORMATION
Comments in this release concerning the impact on earnings from the AFC
Cable acquisition, market growth and expected fiscal 2000 revenue are
forward-looking statements, which are based on management's good faith
expectations and belief concerning future developments. Actual results may
materially differ from these expectations as a result of many factors, relevant
examples of which are set forth in the "Management Discussion and Analysis"
section of the Company's 1998 Annual Report to Shareholders, the Company's 1998
Annual Report on Form 10-K, and the Company's Current Report on Form 8-K filed
on June 3, 1999
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