Press Releases
Brink's Home Security Holdings, Inc. Announces Record Date And Meeting Date For Special Meeting Of Shareholders
IRVING, Texas, March 22 /PRNewswire-FirstCall/ -- Brink's Home Security Holdings, Inc. ("BHS") (NYSE: CFL), a premier provider of monitored security services in North America, now operating under the brand Broadview Security, announced today that it has established a record date and meeting date for the special meeting of shareholders to vote on the previously announced merger agreement under which Tyco International Ltd. ("Tyco") (NYSE: TYC) will acquire BHS.
(Logo: http://www.newscom.com/cgi-bin/prnh/20090708/DA43773LOGO) BHS shareholders of record at the close of business on March 31, 2010 will be entitled to vote at the special meeting. The BHS board set the date for the special meeting of shareholders to be May 12, 2010 at 9:30 a.m. CDT at The Westin Dallas Fort Worth Airport located at 4545 West John Carpenter Freeway, Irving, TX 75063. Other Information The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") expired on March 4, 2010. The expiration of the HSR review period satisfies one of the conditions necessary for the merger to close. BHS and Tyco have amended the merger agreement to provide that, to the extent the closing of the merger occurs prior to the distribution date of Tyco's quarterly dividend, which is currently scheduled to be made on May 26, 2010, BHS shareholders who receive Tyco shares in the merger will receive the applicable dividend for each Tyco share they receive in the merger. Also included as part of the amendment, the pricing period for determining the Tyco share based component of the merger consideration has been changed so that the 10-trading day period (used to calculate the volume-weighted average price of Tyco's stock on the NYSE) no longer ends on the fourth full trading day prior to the closing date of the merger but now ends on the fifth full trading day prior to such date, still subject to the collar as described in the merger agreement as originally filed. BHS and Tyco currently anticipate that the merger will close prior to May 19, 2010 subject to the satisfaction of the remaining closing conditions, including approval by the BHS shareholders. IMPORTANT ADDITIONAL INFORMATION TO BE FILED WITH THE SEC This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction involving Tyco and Brink's Home Security Holdings, Inc. will be submitted to the shareholders of Brink's Home Security Holdings for their consideration. In connection with the proposed merger, Tyco has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of Brink's Home Security Holdings that also constitutes a prospectus of Tyco. The definitive proxy statement/prospectus will be mailed to shareholders of Brink's Home Security Holdings. INVESTORS AND SECURITY HOLDERS OF BRINK'S HOME SECURITY HOLDINGS ARE URGED TO READ THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.TheStreet Premium Services
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