Filed by Tyco International Ltd.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Sensormatic Electronics Corporation
File Number for Related Registration Statement: 333-68240
FOR IMMEDIATE RELEASE
(Thursday, October 18, 2001)
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 and Investor Relations Sensormatic Electronics Corp.
Sensormatic Electronics Corp. 561-989-7035
561-989-7912
FINAL EXTENSION OF SUBSEQUENT OFFERING PERIOD
FOR SENSORMATIC EXCHANGE OFFER TO EXPIRE NOVEMBER 7, 2001
Pembroke, Bermuda and Boca Raton, FL, October 18, 2001 - Tyco International Ltd.
(NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service
company, and Sensormatic Electronics Corporation (NYSE: SRM), a leading supplier
of electronic security solutions to the retail, commercial and industrial
marketplaces, today announced that the subsequent offering period of the
exchange offer of Tyco Acquisition Corp. XXIV (NV) for the common stock of
Sensormatic has been further extended to 5:00 p.m., New York City time, on
Wednesday, November 7, 2001. In accordance with Securities and Exchange
Commission rules, this will be the final extension of the exchange offer. During
the subsequent offering period, Tyco Acquisition will continue to accept for
exchange all validly tendered common shares of Sensormatic. There will be no
withdrawal rights during the subsequent offering period. Tyco Acquisition first
accepted shares for exchange in the offer on October 11, 2001 following
expiration of the initial offering period.
Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for
the offer, that, as of 5:00 p.m., New York City time, on Wednesday, October 17,
2001, a total of approximately 84 million Sensormatic common shares were
tendered in the offer, including shares delivered through notice of guaranteed
delivery.
The exchange ratio for the offer is 0.5189 of a Tyco common share for each
Sensormatic common share.
As soon as practicable after the expiration of the offer and the conversion or
redemption of all Sensormatic preferred shares, Sensormatic will be merged with
and into Tyco Acquisition with the surviving company becoming a wholly-owned
subsidiary of Tyco. If after the expiration of the offer and the conversion or
redemption of the Sensormatic preferred shares Tyco Acquisition has acquired at
least 90% of the then outstanding Sensormatic common shares, the merger will be
accomplished under short-form merger procedures without a vote of Sensormatic
stockholders. In the merger, stockholders will receive the same consideration of
0.5189 of a Tyco common share per Sensormatic common share as received by
stockholders in the offer.
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
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 had fiscal 2001 revenues in excess of
$36 billion.
Investors are advised to read the registration statement on Form S-4, as
amended, the Schedule TO, as amended, the final prospectus and other documents
relating to the exchange offer that have been or will be filed by Tyco with the
SEC and Sensormatic stockholders are urged to read the related
solicitation/recommendation statement on Schedule 14D-9, as amended, that has
been or will be filed by Sensormatic with the SEC. Free copies of these
documents and other documents filed by Tyco and Sensormatic with the SEC may be
obtained 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 for free from Tyco or from Sensormatic 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 to Sensormatic Electronics Corporation,
951 Yamato Road, Boca Raton, FL 33431, 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).