Tyco Johnson Controls Merger Agreement

Johnson Controls shareholders may choose to obtain one share of the combined company for each of their Johnson Controls shares or cash of $US 34.88 per share, which is the five-day volume-weighted average price of Johnson Controls` stock. Johnson Controls` shareholder elections are subject to proration, for a total of approximately $3.9 billion in cash at the time of the merger. The two companies will host a call for financial analysts on Monday, January 25, 2016 at 8:45 a.m. .m Eastern Time. The conference call will be available via webcast and will be available under www.jci.com and www.tyco.com and can also be viewed as follows: the merger was approved by 81 percent of Johnson Controls shareholders and 97 percent of those who voted at a special meeting at The Ritz-Carlton Dallas in Texas, the company said. One of the perverse results of this tax regime is that an independent U.S. company can end up paying higher taxes than an identical U.S. company owned by a foreign parent company. Businesses are looking for ways to cut costs and pay less tax. For now, the path chosen by a few is the reversal of companies; and this practice will continue until a major tax reform takes place. While most merger discussions focus on reversal, the savings generated by the synergies of complementary activities will prove beneficial not only for the company, but also for its shareholders and customers as a whole. Shareholders of Johnson Controls Inc.

and Tyco International plc voted Wednesday to merge the two companies. The deal is expected to be reached on Sept. 2, the companies said. In 2012, Tyco was again broken down into three parts – one valves and orders sold for the energy market, which merged with Pentair Inc PNR. N, while its fire and security business activities merged into «New Tyco» and were traded under the symbol Tyco. The third piece consisted of ADT`s North American home security business, now ADT Corp ADT.N. The JCI-Tyco merger sparked much controversy by moving the head office to Ireland in order to avoid paying the higher US corporate tax rate. With a tax rate that is one of the highest in the developed world, as well as the fact that the United States is pushing its companies to pay this rate for all of their overall income, the reversal formula has seen a resurgence in recent years.

The merger will combine Johnson Controls` commercial building business with Tyco`s fire protection offerings and accelerate Johnson Controls` transformation following the decision to relocate its automotive components unit. Following the merger, Johnson Controls International will relocate its car headquarters business as adient. This company will also be headquartered in Ireland and will be operated from Milwaukee. Johnson Controls and Tyco shareholders will receive shares of Adient (Johnson Controls Automotive Experience) which will be distributed after the merger. The separation of Adient is expected to take place at the beginning of fiscal 2017. Johnson Controls (NYSE: JCI) and Tyco (NYSE: TYC) announced that they have entered into a final merger agreement under which johnson Controls, a global multinational, will partner with Tyco, a global fire and safety provider, to create the market leader in building products and technologies, integrated solutions and energy storage. . .

.