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Johnson Controls merges with Tyco
Milwaukee, Wi (USA) and Cork, Ireland -
Johnson Controls and Tyco have entered into a definitive merger
agreement under which Johnson Controls, a global multi-industrial
company, will combine with Tyco, a global fire and security provider,
to create the leader in building products and technology, integrated
solutions and energy storage. According to the information released, it
appears that the new company will be operated under the name of Johnson
Controls signalling the end of the Tyco brand.
Under the terms of the agreement, which has been unanimously approved by both companies' Boards of Directors, Johnson Controls shareholders will own approximately 56 percent of the equity of the combined company and receive aggregate cash consideration of approximately $3.9 billion. Current Tyco shareholders will own approximately 44 percent of the equity of the combined company.
Under the terms of the proposed transaction, the businesses of Johnson Controls and Tyco will be combined under Tyco International plc, which will be renamed "Johnson Controls plc." Upon the closing of the transaction, the combined company is expected to maintain Tyco's Irish legal domicile and global headquarters in Cork, Ireland. The primary operational headquarters in North America for the combined company will be in Milwaukee, where Johnson Controls has been based.
The new company expects to deliver at least $500 million in operational synergies over the first three years after closing. In addition, the transaction is expected to create at least $150 million in annual tax synergies.
The completion of the transaction, which is expected by the end of fiscal year 2016, is subject to customary closing conditions, including regulatory approvals and approval by both Johnson Controls and Tyco shareholders.
Following closing of the transaction, the board of directors of the combined company is expected to have 11 directors, consisting of six directors from Johnson Controls and five directors from Tyco. Alex Molinaroli will be the chairman and chief executive officer (CEO) of the combined company. George Oliver will serve as president and chief operating officer and serve as a director on the new board, with responsibility for the operating businesses and leading the integration.
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