Tyco International Proposes Change in Place of Incorporation from Bermuda to Switzerland
10 Dezembro 2008 - 7:07PM
PR Newswire (US)
PEMBROKE, Bermuda, Dec. 10 /PRNewswire-FirstCall/ -- Tyco
International Ltd. (NYSE:TYC)(BSX:TYC) today announced that its
Board of Directors has unanimously approved moving the company's
place of incorporation from Bermuda to Switzerland. Tyco's
shareholders will be asked to vote in favor of the proposal at a
Special General Meeting of Shareholders to be held on March 12,
2009. If approved by its shareholders, Tyco expects the move, also
known as a change of domicile, to take effect as soon as
practicable following shareholder approval. Tyco does not expect
any material change in its operations or financial results as a
result of the change of domicile. It will continue to be registered
with the U.S. Securities and Exchange Commission (SEC) and be
subject to the same SEC reporting requirements. The company's
common shares will continue to trade on the New York Stock Exchange
under the ticker symbol "TYC". Tyco Chairman and Chief Executive
Officer Ed Breen said, "After careful consideration of this issue
over a number of years, our Board of Directors has concluded that a
change of domicile to Switzerland is in the best interests of Tyco
and our shareholders. We believe that this move will provide
important economic and operational benefits for our company and
will help ensure our continued competitiveness in global markets."
Switzerland has a highly stable economic, political and regulatory
environment, as well as long-established commercial relationships
and tax treaties with the U.S., and numerous other countries around
the world. The Company believes the move to Switzerland will
enhance its ability to maintain a competitive worldwide corporate
tax rate and strengthen its presence in Europe. Tyco has a
well-established presence in Switzerland, primarily in its ADT and
Fire Protection Services businesses, as well as in certain
corporate functions. Full details of the transaction, and the
associated benefits and risks, are provided in the Company's proxy
statement for its Special General Meeting, which was filed today
with the SEC on Form S-4. Tyco's Board of Directors has set Jan.
16, 2009 as the record date for the March 12 Special General
Meeting to be held at the Fairmont Hamilton Princess Hotel, 76
Pitts Bay Road, Pembroke, Bermuda. The special general meeting will
begin at 9:30 a.m., Atlantic Time, immediately following Tyco's
previously announced Annual General Meeting. ABOUT TYCO
INTERNATIONAL Tyco International (NYSE:TYC) is a diversified,
global company that provides vital products and services to
customers in more than 60 countries. Tyco is a leading provider of
security products and services, fire protection and detection
products and services, valves and controls, and other industrial
products. Tyco had 2008 revenue of more than $20 billion and has
more than 110,000 employees worldwide. More information on Tyco can
be found at http://www.tyco.com/. FORWARD-LOOKING STATEMENTS This
release may contain certain "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform
Act of 1995. These statements are based on management's current
expectations and are subject to risks, uncertainty and changes in
circumstances, which may cause actual results, performance or
achievements to differ materially from anticipated results,
performance or achievements. All statements contained herein that
are not clearly historical in nature are forward-looking and the
words "anticipate," "believe," "expect," "estimate," "plan," and
similar expressions are generally intended to identify
forward-looking statements. Examples of Tyco's forward-looking
statements in this release include statements about the change of
domicile and its anticipated effects, offices and operations, stock
trading matters, and tax and financial matters, each of which are
subject to risks, such as the risks that the change of domicile may
not close, shareholders may not provide required approvals, Tyco
may encounter difficulties moving jurisdictions and functions, tax
and financial expectations and advantages might not materialize or
might change, Tyco's stock price could decline and its position on
stock exchanges and indices could change, and Swiss corporate
governance and regulatory schemes could prove different or more
challenging than currently expected. In addition, Tyco faces
economic, business, competitive and regulatory risks that affect
its businesses, and any of these risks could cause actual results
to differ materially from those described in the forward-looking
statements. Tyco is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or
otherwise. More detailed information about these and other factors
is set forth in Tyco's Annual Report on Form 10-K for the fiscal
year ended Sept. 26, 2008 and Tyco's other filings with the
Securities and Exchange Commission. DATASOURCE: Tyco International
Ltd. CONTACT: News Media, Paul Fitzhenry, +1-609-720-4261, or
Investor Relations, Ed Arditte, +1-609-720-4621, or Antonella
Franzen, +1-609-720-4665, all of Tyco International Web Site:
http://www.tyco.com/
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