Tyco International Files Preliminary Proxy In Connection With Proposed Separation Into Three Independent Companies

SCHAFFHAUSEN, Switzerland, May 8, 2012 /PRNewswire/ -- Tyco International Ltd. (NYSE: TYC) today announced that it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission seeking approval by the company's shareholders for its previously announced plan to separate into three independent companies.

Under the plan announced on September 19, 2011, Tyco will spin off its North American residential and small business security company and its flow control business by means of tax-free stock dividends to Tyco shareholders. In addition, as announced on March 28, 2012, Tyco will combine its flow control business with Pentair, Inc. in a tax-free all-stock merger that will occur immediately following the dividend distribution of the flow control business.

In connection with the proposed merger between Pentair and the flow control business, a registration statement has been filed with the SEC.

"The filing of our preliminary proxy marks another milestone in our progress towards separating Tyco into three independent companies," said Tyco Chairman and Chief Executive Officer Ed Breen. "We have completed the process of selecting the leadership teams and boards of directors for Fire & Security and ADT and remain on track to complete the separation at the end of September."



Dividend Proposal for the Fire & Security Company

Tyco has also proposed for shareholder approval a post-separation quarterly dividend of $0.15 per share payable to Tyco shareholders on November 15, 2012 and February 20, 2013. These dividends would only be payable upon completion of the separation and would replace the previously approved Tyco International dividend payments for the same dates.



Board Nominees for Fire & Security Company

Tyco's proxy filing includes a proposal for the election of two nominees to the board of directors of the Fire & Security public company, which will consist of nine current members of Tyco's board and the two nominees as follows:

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