Tyco International Ltd.
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda
(441) 292-2033
NEWS
FOR IMMEDIATE RELEASE
CONTACT: CONTACT:
David P. Brownell George V. Flagg
Tyco International Ltd. Holmes Protection Group, Inc.
(603) 778-9700 (212) 629-1213
TYCO INTERNATIONAL TO ACQUIRE HOLMES PROTECTION
ACQUISITION TO EXPAND TYCO'S COMMERCIAL SECURITY PRESENCE
Hamilton, Bermuda, and New York, New York, December 29, 1997 -- Tyco
International Ltd. (NYSE-TYC, LSE-TYI) (Tyco), a diversified manufacturing and
service company, and Holmes Protection Group, Inc. (NASDAQ-HLMS) (Holmes), a
provider of electronic security systems, announced today that they have entered
into a definitive merger agreement pursuant to which Tyco will purchase, for
cash, all of the outstanding common stock of Holmes for $17.00 per share.
Holmes, headquartered in New York, NY, has revenues of $70 million and
provides electronic security systems to over 65,000 commercial and residential
customers throughout the United States with a strong presence in the Northeast.
Over 50 percent of its revenues are from monitoring services, which provide a
strong base of recurring revenue. Holmes will be integrated with Tyco's ADT
Security Services.
"Holmes is an excellent addition to our growing electronic security
business. Their emphasis on industrial, commercial and institutional customers
will enhance ADT's current position in this important market," said L. Dennis
Kozlowski, Tyco's Chairman and Chief Executive Officer. "We will continue to
grow our presence in the electronic security industry with a combination of
internal growth coupled with acquisitions that are immediately accretive to our
shareholders," he concluded.
Under the agreement, a subsidiary of Tyco will commence a tender offer
to purchase all of Holmes' approximately 6.3 million shares of common stock
outstanding for cash of $17.00 per share. The tender offer will be followed by
a merger in which each of the remaining shares of Holmes will be exchanged for
$17.00 in cash.
The offer will be made pursuant to definitive offering documents which
will be filed with the Securities and Exchange Commission. The offer is
conditioned on the tender of a majority of the outstanding shares of common
stock on a fully diluted basis, as well as certain other conditions.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire protection
systems, the largest provider of electronic security services in North America
and the United Kingdom and has strong leadership positions in disposable medical
products, packaging materials, flow control products, electrical and electronic
components and underwater telecommunications systems. The Company operates in
more than 50 countries around the world and will have annual revenues of in
excess of $12 billion.
FORWARD LOOKING INFORMATION
Certain statements in this release are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
forward looking statements involve risks and uncertainties. In particular, any
statements contained herein regarding the consummation and benefits of future
acquisitions, as well as expectations with respect to future sales, operating
efficiencies and product expansion, are subject to known and unknown risks,
uncertainties and contingencies, many of which are beyond the control of the
Company, which may cause actual results, performance or achievements to differ
materially from anticipated results, performance or achievements. Factors that
might affect such forward looking statements include, among other things,
overall economic and business conditions, the demand for the Company's goods and
services, competitive factors in the industries in which the Company competes,
changes in government regulation and the timing, impact and other uncertainties
of future acquisitions.
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