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Tyco International Announces Record And Distribution Dates In Connection With Company's Separation

Stocks in this article: PNR TYC

SCHAFFHAUSEN, Switzerland, Sept. 6, 2012 /PRNewswire/ -- Tyco International Ltd. (NYSE: TYC) today announced the record date and expected payment date for the distributions of equity interests in The ADT Corporation ("ADT") and Tyco Flow Control International Ltd. ("Flow Control"), the wholly-owned subsidiaries formed to hold Tyco's North American residential and small business security and flow control businesses, respectively. Assuming that shareholder approval is obtained at the Special General Meeting of shareholders called to approve the distributions, and all other conditions to the distribution are met, the distributions will be made on September 28, 2012 (the distribution date) to shareholders of record on September 17, 2012 (the record date). As previously announced, immediately following the Flow Control distribution, Pentair, Inc. ("Pentair") will merge with and into a wholly-owned subsidiary of Flow Control with Pentair surviving the merger (the "Merger"). Prior to the distribution and the Merger, Flow Control will be renamed Pentair Ltd.

In connection with the distributions, each Tyco shareholder will receive: (i) one share of ADT common stock for every two shares of Tyco common stock held at the close of business on the record date and (ii) a number of shares of Flow Control common stock determined by a formula based on the number of Pentair and Tyco shares outstanding on a fully-diluted basis at 12:01 a.m. Eastern Time on the distribution date. We expect this distribution ratio to be approximately 0.24 Flow Control common shares for each Tyco common share outstanding as of the record date. Fractional shares of ADT and/or Flow Control will not be distributed and any Tyco shareholder entitled to receive a fractional share will instead receive a cash payment. Immediately following the distributions, but prior to the Merger, Tyco's shareholders will own 100% of the common shares of ADT and Flow Control.

The distributions have been structured to qualify as tax-free dividends to Tyco shareholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable. Shareholders are urged to consult with their tax advisor as to the specific tax consequences of the distributions to them.

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